Exhibit 10.12

	
	Paycheck Protection Program (PPP) Loan Application and Agreement
Zions Bancorporation, N.A. (“Bank”) may require financial information and documentation in addition to this application to
review and underwrite a loan request. Supporting information and documentation on the Business/Applicant and/
or owners includes (but is not limited to) eligible loan amount tax documents and/or applicable SBA forms. Please note that
decisioning this Application may take longer than your First Draw PPP Loan as a result of additional requirements imposed by
the SBA.
Business Applicant Information
Legal Business Name: Business TIN #:
Doing Business as Name:
State of Business Organization:
Complete the following information for one individual with significant responsibility for managing the legal entity
Authorized Signer Name: SSN:
Role in the Business: Date of Birth:
1 Zions Bancorporation, N.A. Member FDIC
Date Business Established:
Authorized Signer Information
Is the Applicant or are any owners a director, executive officer or principal shareholder of a financial institution? Yes      N o
Was the Applicant in operation on February 15, 2020 or is the Applicant a seasonal business that was in
operation for any 12-week period between February 15, 2019 and February 15, 2020? Yes      N o
Is your business permanently closed?
Annual Revenues:
Version 2.15
Is your income derived from rental real estate activities? Yes      No
Initials Here
Applicant is not a hedge fund or private equity business nor a publicly traded company (except for a qualified
news organization).
Applicant does not have application(s) for a Second Draw PPP loan pending with another lender and will not if
this application is approved.
This loan is not for an individual who is using the loan proceeds for personal household employees such as
nannies or housekeepers.
The Applicant is NOT engaged in any activity that is illegal under federal, state or local law.
For purposes of determining payroll costs and employee count, Applicant has properly counted its number of
employees, including part-time and/or seasonal employees and confirmed that that for employees included in
the average monthly payroll in this application, their principal place of residence is in the United States.
YesYes   No
Yes  No
Did the Applicant realize a reduction in gross receipts in excess of 25% for one quarter in 2020 relative to the
borrower's gross receipts for the corresponding quarter of 2019 or if not in business in 2019, for the 2nd, 3rd
or 4th quarter from the 1st quarter of 2020?
Yes  No
Do  any  of  the  following  apply  to  the  Applicant:  Is  a  hospital  owned  by  a  governmental  agency;  electrical
cooperative;  telephone  cooperative;  or  an  entity  engaged  in  lobbying;  or  an  entity  that  has  any  income
derived from gaming.
Yes      N o
Did the Applicant receive a First Draw Paycheck Protections Program Loan?
Before  the  Second  Draw  Paycheck  Protection  Program  Loan  is  disbursed,  will  you  have  used  the  full  loan
amount  (including  any  increase)  of  the  First  Draw  Paycheck  Protection  Program  Loan  only  for  eligible
expenses.
Yes      N o
Second Draw
DocuSign Envelope ID: A2D5535F-6368-4532-BB4E-EB976A6FB6C6
X
Delaware
No
Yes
No
Rolando Cortez
X
4685823
1963-04-07
Yes
No
###-##-####
Phoenix Motorcars LLC
X
X
X
No
Phoenix Cars, LLC
X
X
X
90-0509051
Official
Yes
2009-08-17
Yes
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	Name Title SSN Address % Owned
Business Entity Owner Information (if applicable)
% Owned:
Authorized Signer Name: SSN:
Role in the Business: Date of Birth:
Individual Owners Information   (Information as required by SBA)
Ownership Information - (Section not applicable to nonprofit organizations otherwise list all owners of 20% or more of the equity of the applicants)
Legal Business Name: Business TIN/SSN:
Business Type:
State of Business Organization:
Date Business Established:
Business Address:
% Owned:
Authorized Signer Name: SSN:
Role in the Business: Date of Birth:
Legal Business Name: Business TIN/SSN:
Business Type:
State of Business Organization:
Date Business Established:
Business Address:
%
%
%
%
%
%
%
2 Zions Bancorporation, N.A. Member FDIC Version 2.15
% Owned:
Authorized Signer Name: SSN:
Role in the Business: Date of Birth:
Legal Business Name: Business TIN/SSN:
Business Type:
State of Business Organization:
Date Business Established:
Business Address:
%
% Owned:
Authorized Signer Name: SSN:
Role in the Business: Date of Birth:
Legal Business Name: Business TIN/SSN:
Business Type:
State of Business Organization:
Date Business Established:
Business Address:
%
U.S. Citizen*
* U.S. Citizen or has lawful permanent resident status
% Owned:
Authorized Signer Name: SSN:
Role in the Business: Date of Birth:
Legal Business Name: Business TIN/SSN:
Business Type:
State of Business Organization:
Date Business Established:
Business Address:
%
DocuSign Envelope ID: A2D5535F-6368-4532-BB4E-EB976A6FB6C6
94303 Xiaofeng Palo Alto ###-##-#### 740 Mayview Ave Owner 100% California Peng Yes
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	The Business, Owner and person(s) signing below hereby (each, an “Applicant”): (1) certify that all information provided
herein is true, correct and complete; (2) authorize the current and past creditors to release information to Bank regarding
the creditworthiness of the Applicant and authorize Bank to check the credit history of the Applicant and verify the
information with any source; (3) authorize Bank to obtain credit reports, including consumer credit reports, and other
information about the Applicant (and if the Applicant is a sole proprietorship, consumer credit reports and employment
history of the Owner’s spouse, if living in a community property state), in connection with this application or in connection
with updates, renewals, extensions or from time to time until any credit granted as a result of this application is repaid in full
and the credit has matured; (4) authorize Bank to report information about credit obtained in connection with this
application to credit bureaus. Late payments, missed payments, or other defaults on credit obtained in connection with this
application may be reflected in credit reports of the Applicant; (5) authorize Bank to release any and all financial and other
information concerning the Applicant to (i) the U.S. Small Business Administration (“SBA”), Office of Inspector General and
other governmental agencies, and (ii) to third parties as Bank desires in its sole discretion in connection with Bank’s
consideration of the proposed credit transactions; (6) represent and warrant that the person(s) signing on behalf of the
Business is/are duly authorized to execute this PPP Loan Application and Agreement and duly bind the Business and delivery
of this PPP Loan Application and Agreement has been authorized by all necessary legal action by the Business and the
Business will provide Bank written confirmation of such action upon request; (7) agrees that by providing a wireless
telephone number(s) herein, the Applicant consents to receiving autodialed and prerecorded message calls and text
messages from Bank or its third-party debt collector at the number(s) provided and confirm that the Applicant is/are the
primary owner(s) of the number(s) and have the authority to provide this consent for the wireless number(s) provided; (8) an
imaged or electronic facsimile or copy of the signatures of the Applicant may be used as evidence of the Applicant’s
agreement to the terms of this PPP Loan Application and Agreement and I (i) waive any right to insist or require that Bank
produce paper originals, (ii) agree that such images shall be accorded the same force and effect as the paper originals, (iii)
agree that Bank is entitled to use such images in lieu of destroyed or archived originals for any purpose, including as
admissible evidence in any demand, presentment or other proceedings, and (iv) further agree that any executed facsimile
(faxed), scanned, or other imaged copy of this document or any document related to the credit applied for hereunder shall
be deemed to be of the same force and effect as the original manually executed document; (9) understand and agree that
the credit applied for under this PPP Loan Application and Agreement may be used only for  purposes allowed by applicable
Paycheck Protection Program rules and guidance from the SBA; (10) understand the information provided in this PPP Loan
Application and Agreement is made for the purpose of obtaining credit and any FALSE information may result in forfeiture of
benefits and possible prosecution; (11) agree to provide such information and documentation as Bank may request during
the term of the loan to confirm or update the continued accuracy of any information provided herein.
ADVERSE ACTION NOTICE: If your application for business credit is denied, you have the right to a written statement of the
specific reasons for the denial. To obtain the statement, please contact Business Banking Loan Center, 2460 South 3270
West, West Valley City, UT 84119 or call (888) 290-8509 within 60 days from the date you are notified of our decision. We
will send you a written statement of reasons for the denial within 30 days of receiving your request for the statement.
NOTICE: The federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the
basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a
binding contract); because all or part of the applicant’s  income derives from  any public assistance program; or because the
applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that
administers compliance with this law concerning this creditor is the Bureau of Consumer Financial Protection, 1700 G Street,
NW, Washington, DC 20006
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT AND/OR APPLYING FOR A LOAN. To help
the government fight the funding of terrorism and money-laundering activities, Federal law requires all financial institutions
to obtain, verify, and record information that identifies each business entity and/or person who opens an account. What this
means for you: When you open an account or apply for a loan, we will ask for your Federal Tax Identification Number, full
legal name of your business, the physical address of your business; if you are an individual, we will ask for your full name,
physical address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s
license or other identifying documents that will aid in confirming this information. The Applicant agrees to promptly notify
the Bank (A) of any change in direct or indirect ownership interests in the Applicant as reported in this Application, or (B) if
the individual with significant managerial responsibility identified immediately below cease to have that responsibility, or if
the information reported about that individual changes.
Additional Notice and Acknowledgement Regarding SBA PPP Loan Request
3 Zions Bancorporation, N.A. Member FDIC Version 2.15
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	2
Zions Bancorporation, N.A. Member FDIC 4 Version 2.15
Additional Notice and Acknowledgement Regarding SBA PPP Loan Request  (continued)
Additional Notice and Acknowledgement Regarding SBA PPP Loan Request (Signature)
Business Entity Applicant Name:
Authorized Officer: Signature: Date:
Printed Name: Title:
Under SBA rules for its Paycheck Protection Program, the borrower is responsible for determining whether it is eligible to
apply for and receive a loan and the maximum amount the borrower may receive for a loan.  Because of the SBA rules we are
not in a position to help you make this determination.  To help you, however, we have provided links to public information
about the program that might help you determine your eligibility, including information about the Paycheck Protection
Program generally and more specific information about business size limits, affiliation rules affecting those size limits and
business types that are ineligible for Paycheck Protection Program loans.  Please note the links provided do not set forth all
applicable SBA rules and may not be the most recent information from the SBA.
If you need assistance in determining your eligibility and the maximum loan amount you may receive, you should consult with
your own advisors, such as a CPA or attorney.  There are certain business types – including, but not limited to, companies
associated with private equity or venture capital investors, businesses related to real estate development and businesses
operating under a multi-level marketing model -- for which the eligibility determination can be quite difficult.   Rules
pertaining to affiliation are also complex.  We strongly advise applicants facing complicated eligibility questions to consult
with such advisors and obtain any confirmations from the advisors, such as written opinions, as the applicant believes is
prudent.
The federal government, the SBA and we will be relying on your certifications in making the loan.  If your certifications,
including certifications relating to eligibility or payroll, are incorrect, untrue, or fail to follow the SBA Paycheck Protection
Program rules you may be subject to penalties under the Paycheck Protection Program or other federal laws making it
unlawful to submit false information to a bank or federal agency in connection with a loan and/or if a loan is approved, you
may not receive loan forgiveness.
The SBA has issued several rules and answered several questions in the form of Frequently Asked Questions (“FAQs”)
regarding the Paycheck Protection Program including, but not limited to issues pertaining to, eligibility, how to calculate loan
amounts, and loan forgiveness.  As you determine your eligibility, loan amounts, loan forgiveness and other aspects of the
Paycheck Protection Program, you should ensure you are reviewing all updated SBA rules, FAQs and other SBA directives
pertaining to the Paycheck Protection Program.
General PPP Information on Second Draw Loans:  Click here
For list of ineligible businesses under SBA 7(a) program (ineligibility of certain business types may have been overridden by
PPP rules):  Click here
For information on ineligible businesses under SBA 7a program (ineligible of certain business types may have been overridden
by PPP rules.):  Click here
For detailed information on SBA 7(a) size standards:  Click here
For information on affiliations (aggregation of employees of affiliated companies):  Click here
For information on affiliations among faith-based organizations   Click here
For additional information on PPP: Click here
For frequently asked questions: Click here
Confirm Applicant is an eligible business under the SBA Paycheck Protection Program and satisfies the size requirements of
the SBA after applying the affiliation rule.                                                                                                         Initials Here
DocuSign Envelope ID: A2D5535F-6368-4532-BB4E-EB976A6FB6C6
LINK
LINK
Phoenix Cars, LLC
LINK
LINK
LINK
LINK
Rolando Cortez
LINK
1/21/2021
Official
LINK
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	1 SBA Form 2483-SD (1/21)
Paycheck Protection Program
Second Draw Borrower Application Form
OMB Control No.: 3245-0417
Expiration Date: 7/31/2021
Check One: DBA or Tradename (if
applicable)
Year of Establishment (if
applicable)
Business Legal Name NAICS Code
Business Address (Street, City, State, Zip Code - No P.O. Box addresses
allowed) Business TIN (EIN, SSN) Business Phone
Primary Contact Email Address
Average Monthly
Payroll:
x 2.5 (or x 3.5 for NAICS
72 applicants) equals Loan
Request Amount (may not
exceed $2,000,000):
Number of Employees
(including affiliates, if
applicable; may not exceed 300):
Purpose of the
loan (select all that
apply):
 ☐Payroll Costs ☐Rent / Mortgage Interest ☐Utilities ☐Covered Operations
Expenditures
 ☐Covered Property
Damage
 ☐Covered Supplier Costs ☐Covered Worker
Protection Expenditures
 ☐Other (explain):
______________________
PPP First Draw
SBA Loan Number:
Reduction in Gross Receipts of at Least
25% (Applicants for loans of $150,000 or
less may leave blank but must provide
upon or before seeking loan forgiveness
or upon SBA request):
2020 Quarter
(e.g., 2Q 2020):
Reference Quarter
(e.g., 2Q 2019):
Gross Receipts: Gross Receipts
Applicant Ownership
List all owners of 20% or more of the equity of the Applicant. Attach a separate sheet if necessary.
Owner Name Title Ownership % TIN (EIN, SSN) Address
If questions (1), (2), (4), or (5) are answered “Yes,” the loan will not be approved.
Question Yes No
1. Is the Applicant or any owner of the Applicant presently suspended, debarred, proposed for debarment, declared ineligible,
voluntarily excluded from participation in this transaction by any Federal department or agency, or presently involved in any
bankruptcy?
2. Has the Applicant, any owner of the Applicant, or any business owned or controlled by any of them, ever obtained a direct or
guaranteed loan from SBA or any other Federal agency that is (a) currently delinquent, or (b) has defaulted in the last 7 years and
caused a loss to the government?
3. Is the Applicant or any owner of the Applicant an owner of any other business, or have common management (including a
management agreement) with any other business? If yes, list all such businesses (including their TINs if available) and describe the
relationship on a separate sheet identified as addendum A.
4. Is the Applicant (if an individual) or any individual owning 20% or more of the equity of the Applicant presently incarcerated or, for
any felony, presently subject to an indictment, criminal information, arraignment, or other means by which formal criminal charges
are brought in any jurisdiction?
Initial here to confirm your response to question 4 →
5. Within the last 5 years, for any felony involving fraud, bribery, embezzlement, or a false statement in a loan application or an
application for federal financial assistance, or within the last year, for any other felony, has the Applicant (if an individual) or any
owner of the Applicant 1) been convicted; 2) pleaded guilty; 3) pleaded nolo contendere; or 4) commenced any form of parole or
probation (including probation before judgment)?
Initial here to confirm your response to question 5 →
6. Is the United States the principal place of residence for all employees included in the Applicant’s payroll calculation above?
7. Is the Applicant a franchise?
8. Is the franchise listed in SBA’s Franchise Directory?  If yes, enter SBA Franchise Identifier Code here:
Sole Proprietor       Partnership      C-Corp      S-Corp      LLC
Independent Contractor       Self-Employed Individual
501(c)(3) nonprofit       501(c)(6) organization
501(c)(19) veterans organization       Housing cooperative
Tribal Business       Other
DocuSign Envelope ID: A2D5535F-6368-4532-BB4E-EB976A6FB6C6
100%
94303
X
No
No
8068697702
Yes
740 Mayview Ave
No
34
Owner
X
No
401 S. Doubleday Avenue
###-##-####
No
Xiaofeng
234533.18
91761
909-287-9660
Rolando
X
California
X
rolandoc@phoenixmotorcars.com
336112
Palo Alto
1736008.24
Phoenix Cars, LLC
No
Ontario
90-0509051
X
California
LLC
Peng
633406.40
Cortez
X
Q3 2020 Q2 2019
Phoenix Motorcars LLC
X
Utilities;Payroll Costs;Rent / Mortgage Interest;Covered Operations Expenditures
2009-08-17
586332.00
X
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	2 SBA Form 2483-SD (1/21)
Paycheck Protection Program
Second Draw Borrower Application Form
By Signing Below, You Make the Following Representations, Authorizations, and Certifications
I certify that:
 • I have read the statements included in this form, including the Statements Required by Law and Executive Orders, and I understand them.
 • The Applicant is eligible to receive a loan under the rules in effect at the time this application is submitted that have been issued by the Small
Business Administration (SBA) and the Department of the Treasury (Treasury) implementing Second Draw Paycheck Protection Program Loans
under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and the Economic Aid to Hard-Hit Small
Businesses, Nonprofits, and Venues Act (the Paycheck Protection Program Rules).
 • The Applicant, together with its affiliates (if applicable), (1) is an independent contractor, self-employed individual, or sole proprietor with no
employees; (2) employs no more than 300 employees; or (3) if NAICS 72, employs no more than 300 employees per physical location; (4) if a
news organization that is majority owned or controlled by a NAICS code 511110 or 5151 business or a nonprofit public broadcasting entity with
a trade or business under NAICS code 511110 or 5151, employs no more than 300 employees per location.
 • I will comply, whenever applicable, with the civil rights and other limitations in this form.
 • All loan proceeds will be used only for business-related purposes as specified in the loan application and consistent with the Paycheck Protection
Program Rules including the prohibition on using loan proceeds for lobbying activities and expenditures.  If Applicant is a news organization
that became eligible for a loan under Section 317 of the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, proceeds of
the loan will be used to support expenses at the component of the business concern that produces or distributes locally focused or emergency
information.
 • I understand that SBA encourages the purchase, to the extent feasible, of American-made equipment and products.
 • The Applicant is not engaged in any activity that is illegal under federal, state or local law.
For Applicants who are individuals: I authorize the SBA to request criminal record information about me from criminal justice agencies for the
purpose of determining my eligibility for programs authorized by the Small Business Act, as amended.
The authorized representative of the Applicant must certify in good faith to all of the below by initialing next to each one:
The Applicant was in operation on February 15, 2020, has not permanently closed, and was either an eligible self-employed individual,
independent contractor, or sole proprietorship with no employees, or had employees for whom it paid salaries and payroll taxes or paid
independent contractors, as reported on Form(s) 1099-MISC.
Current economic uncertainty makes this loan request necessary to support the ongoing operations of the Applicant.
 The Applicant has realized a reduction in gross receipts in excess of 25% relative to the relevant comparison time period.  For loans greater
than $150,000, Applicant has provided documentation to the lender substantiating the decline in gross receipts.  For loans of $150,000 or
less, Applicant will provide documentation substantiating the decline in gross receipts upon or before seeking loan forgiveness for the Second
Draw Paycheck Protection Program Loan or upon SBA request.
The Applicant received a First Draw Paycheck Protection Program Loan and, before the Second Draw Paycheck Protection Program Loan
is disbursed, will have used the full loan amount (including any increase) of the First Draw Paycheck Protection Program Loan only for
eligible expenses.
  The funds will be used to retain workers and maintain payroll; or make payments for mortgage interest, rent, utilities, covered operations
expenditures, covered property damage costs, covered supplier costs, and covered worker protection expenditures as specified under the
Paycheck Protection Program Rules; I understand that if the funds are knowingly used for unauthorized purposes, the federal government
may hold me legally liable, such as for charges of fraud.
I understand that loan forgiveness will be provided for the sum of documented payroll costs, covered mortgage interest payments, covered
rent payments, covered utilities, covered operations expenditures, covered property damage costs, covered supplier costs, and covered worker
protection expenditures, and not more than 40% of the forgiven amount may be for non-payroll costs. If required, the Applicant will provide
to the Lender and/or SBA documentation verifying the number of full-time equivalent employees on the Applicant’s payroll as well as the
dollar amounts of eligible expenses for the covered period following this loan.
The Applicant has not and will not receive another Second Draw Paycheck Protection Program Loan.
The Applicant has not and will not receive a Shuttered Venue Operator grant from SBA.
The President, the Vice President, the head of an Executive department, or a Member of Congress, or the spouse of such person as determined
under applicable common law, does not directly or indirectly hold a controlling interest in the Applicant, with such terms having the meanings
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	3 SBA Form 2483-SD (1/21)
provided in Section 322 of the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act.
The Applicant is not an issuer, the securities of which are listed on an exchange registered as a national securities exchange under section 6
of the Securities Exchange Act of 1934 (15 U.S.C. 78f).
 The Applicant is not a business concern or entity (a) for which an entity created in or organized under the laws of the People’s Republic of
China or the Special Administrative Region of Hong Kong, or that has significant operations in the People’s Republic of China or the Special
Administrative Region of Hong Kong, owns or holds, directly or indirectly, not less than 20 percent of the economic interest of the business
concern or entity, including as equity shares or a capital or profit interest in a limited liability company or partnership; or (b) that retains, as
a member of the board of directors of the business concern, a person who is a resident of the People’s Republic of China.
  The Applicant is not required to submit a registration statement under section 2 of the Foreign Agents Registration Act of 1938 (22 U.S.C.
612).
  The Applicant is not a business concern or entity primarily engaged in political or lobbying activities, including any entity that is organized
for research or for engaging in advocacy in areas such as public policy or political strategy or otherwise describes itself as a think tank in any
public documents.
  I further certify that the information provided in this application and the information provided in all supporting documents and forms is true
and accurate in all material respects. I understand that knowingly making a false statement to obtain a guaranteed loan from SBA is punishable
under the law, including under 18 U.S.C. 1001 and 3571 by imprisonment of not more than five years and/or a fine of up to $250,000; under
15 U.S.C. 645 by imprisonment of not more than two years and/or a fine of not more than $5,000; and, if submitted to a federally insured
institution, under 18 U.S.C. 1014 by imprisonment of not more than thirty years and/or a fine of not more than $1,000,000.
  I acknowledge that the Lender will confirm the eligible loan amount using required documents submitted. I understand, acknowledge, and
agree that the Lender can share any tax information that I have provided with SBA’s authorized representatives, including authorized
representatives of the SBA Office of Inspector General, for the purpose of compliance with SBA Loan Program Requirements and all SBA
reviews.
_________________________________________________________ ________________________
Signature of Authorized Representative of Applicant Date
_________________________________________________________ ________________________
Print Name   Title
DocuSign Envelope ID: A2D5535F-6368-4532-BB4E-EB976A6FB6C6
1/21/2021
Official Rolando Cortez
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	4 SBA Form 2483-SD (1/21)
Paycheck Protection Program
Second Draw Borrower Application Form
Purpose of this form:
This form is to be completed by the authorized representative of the Applicant and submitted to your SBA Participating Lender. Submission of the requested
information is required to make a determination regarding eligibility for financial assistance. Failure to submit the information would affect that
determination.
Instructions for completing this form:
With respect to “purpose of the loan,” payroll costs consist of compensation to employees (whose principal place of residence is the United States) in the
form of salary, wages, commissions, or similar compensation; cash tips or the equivalent (based on employer records of past tips or, in the absence of such
records, a reasonable, good-faith employer estimate of such tips); payment for vacation, parental, family, medical, or sick leave (except those paid leave
amounts for which a credit is allowed under FFCRA Sections 7001 and 7003); allowance for separation or dismissal; payment for the provision of employee
benefits consisting of group health care coverage (including insurance premiums), group life, disability, vision, or dental insurance, and retirement benefits;
payment of state and local taxes assessed on compensation of employees; and, for an independent contractor or sole proprietor, wage, commissions, income,
or net earnings from self-employment or similar compensation.
For purposes of calculating “Average Monthly Payroll,” most Applicants will use the average monthly payroll for 2019 or 2020, excluding costs over
$100,000 on an annualized basis, as prorated for the period during which the payments are made or the obligation to make the payments is incurred, for
each employee. For seasonal businesses, the Applicant may elect to instead use average total monthly payroll for any twelve-week period selected by the
Applicant between February 15, 2019 and February 15, 2020, excluding costs over $100,000 on an annualized basis, as prorated for the period during which
the payments are made or the obligation to make the payments is incurred, for each employee. For new businesses without 12 months of payroll costs but
that were in operation on February 15, 2020, average monthly payroll may be calculated based on the number of months in which payroll costs were incurred,
excluding costs over $100,000 on an annualized basis for each employee, as prorated for the period during which the payments are made or the obligation
to make the payments is incurred, for each employee. For farmers and ranchers that operate as a sole proprietorship or as an independent contractor, or who
are eligible self-employed individuals and report farm income or expenses on a Schedule F (or any equivalent successor IRS form), payroll costs are
computed using eligible payroll costs for employees, if any, plus the lesser of $100,000 and the difference between gross income and any eligible payroll
costs for employees, as reported on a Schedule F. For Applicants that file IRS Form 1040, Schedule C, payroll costs are computed using line 31 net profit
amount, limited to $100,000, plus any eligible payroll costs for employees. For Applicants that are partnerships, payroll costs are computed using net
earnings from self-employment of individual general partners, as reported on IRS Form 1065 K-1, reduced by section 179 expense deduction claimed,
unreimbursed partnership expenses claimed, and depletion claimed on oil and gas properties, multiplied by 0.9235, that is not more than $100,000, plus any
eligible payroll costs for employees.
In determining whether the Applicant experienced at least a 25% reduction in gross receipts, for loans above $150,000, the Applicant must identify the 2020
quarter meeting this requirement, identify the reference quarter, and state the gross receipts amounts for both quarters, as well as provide supporting
documentation. For loans of $150,000 and below, these fields are not required and the Applicant only must certify that the Applicant has met the 25% gross
receipts reduction at the time of application;  however,  upon or before seeking loan forgiveness (or upon SBA request) the Applicant must provide
documentation that identifies the 2020 quarter meeting this requirement, identifies the reference quarter, states the gross receipts amounts for both quarters,
and supports the amounts provided. For all loans, the appropriate reference quarter depends on how long the Applicant has been in operation:
 • For all entities other than those satisfying the conditions set forth below, Applicants must demonstrate that gross receipts in any quarter of 2020 were
at least 25% lower than the same quarter of 2019. Alternatively, Applicants may compare annual gross receipts in 2020 with annual gross receipts in
2019; Applicants choosing to use annual gross receipts must enter “Annual” in the 2020 Quarter and Reference  Quarter  fields and, as required
documentation, must submit copies of annual tax forms substantiating the annual gross receipts reduction.
 • For entities not in business during the first and second quarters of 2019 but in operation during the third and fourth quarters of 2019, Applicants must
demonstrate that gross receipts in any quarter of 2020 were at least 25% lower than either the third or fourth quarters of 2019.
 • For entities not in business during the first, second, and third quarters of 2019 but in operation during the fourth quarter of 2019, Applicants must
demonstrate that gross receipts in any quarter of 2020 were at least 25% lower than the fourth quarter of 2019.
 • For entities not in business during 2019 but in operation on February 15, 2020, Applicants must demonstrate that gross receipts in the second, third, or
fourth quarter of 2020 were at least 25% lower than the first quarter of 2020.
Gross receipts includes all revenue in whatever form received or accrued (in accordance with the entity’s accounting method) from whatever source,
including from the sales of products or services, interest, dividends, rents, royalties, fees, or commissions, reduced by returns and allowances. Generally,
receipts are considered “total income” (or in the case of a sole proprietorship “gross income”) plus “cost of goods sold” and excludes net capital gains or
losses as these terms are defined and reported on IRS tax return forms. Gross receipts do not include the following: taxes collected for and remitted to a
taxing authority if included in gross or total income, such as sales or other taxes collected from customers and excluding taxes levied on the concern or its
employees; proceeds from transactions between a concern and its domestic or foreign affiliates; and amounts collected for another by a travel agent, real
estate agent, advertising agent, conference management service provider, freight forwarder or customs broker. All other items, such as subcontractor costs,
reimbursements for purchases a contractor makes at a customer's request, investment income, and employee-based costs such as payroll taxes, may not be
excluded from gross receipts. Gross receipts of a borrower must be aggregated with gross receipts of its affiliates. For a nonprofit organization, veterans
organization, nonprofit news organization, 501(c)(6) organization, and destination marketing organization, gross receipts has the meaning in section 6033
of the Internal Revenue Code of 1986.
For purposes of reporting Number of Employees, sole proprietors, self-employed individuals, and independent contractors should include themselves as
employees (i.e., the minimum number in the box “Employees” is one). For NAICS 72 or eligible news organizations, applicants may not exceed 300 per
physical location.
For purposes of reporting Year of Establishment, self-employed individuals and independent contractors may enter “NA”.
For purposes of reporting NAICS Code, applicants must match the business activity code provided on their IRS income tax filings, if applicable. For
purposes of calculating an Applicant’s maximum payroll costs, an Applicant may multiply its average monthly payroll costs by 3.5 only if the Applicant is
in the Accommodation and Food Services sector and has reported a NAICS code beginning with 72 as its business activity code on its most recent IRS
income tax return.
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	5 SBA Form 2483-SD (1/21)
All parties listed below are considered owners of the Applicant as well as “principals”:
 • For a sole proprietorship, the sole proprietor;
 • For a partnership, all general partners, and all limited partners owning 20% or more of the equity of the firm;
 • For a corporation, all owners of 20% or more of the corporation;
 • For limited liability companies, all members owning 20% or more of the company; and
 • Any Trustor (if the Applicant is owned by a trust).
Paperwork Reduction Act – You are not required to respond to this collection of information unless it displays a currently valid OMB Control Number.
The estimated time for completing this application, including gathering data needed, is 8 minutes. Comments about this time or the information requested
should be sent to: Small Business Administration, Director, Records Management Division, 409 3rd St., SW, Washington DC 20416, and/or SBA Desk
Officer, Office of Management and Budget, New Executive Office Building, Washington DC 20503. PLEASE DO NOT SEND FORMS TO THESE
ADDRESSES.
Privacy Act (5 U.S.C. 552a) – Under the provisions of the Privacy Act, you are not required to provide your social security number. Failure to provide your
social security number may not affect any right, benefit or privilege to which you are entitled. (But see Debt Collection Notice regarding taxpayer
identification number below.) Disclosures of name and other personal identifiers are required to provide SBA with sufficient information to make a character
determination. When evaluating character, SBA considers the person’s integrity, candor, and disposition toward criminal actions. Additionally, SBA is
specifically authorized to verify your criminal history, or lack thereof, pursuant to section 7(a)(1)(B), 15 USC Section 636(a)(1)(B) of the Small Business
Act.
Disclosure of Information – Requests for information about another party may be denied unless SBA has the written permission of the individual to release
the information to the requestor or unless the information is subject to disclosure under the Freedom of Information Act. The Privacy Act authorizes SBA
to make certain “routine uses” of information protected by that Act. One such routine use is the disclosure of information maintained in SBA’s system of
records when this information indicates a violation or potential violation of law, whether civil, criminal, or administrative in nature. Specifically, SBA may
refer the information to the appropriate agency, whether Federal, State, local or foreign, charged with responsibility for, or otherwise involved in
investigation, prosecution, enforcement or prevention of such violations. Another routine use is disclosure to other Federal agencies conducting background
checks but only to the extent the information is relevant to the requesting agencies’ function. See, 74 F.R. 14890 (2009), and as amended from time to time
for additional background and other routine uses. In addition, the CARES Act, requires SBA to register every loan made under the Paycheck Protection
Program using the Taxpayer Identification Number (TIN) assigned to the borrower.
Debt Collection Act of 1982, Deficit Reduction Act of 1984 (31 U.S.C. 3701 et seq. and other titles) – SBA must obtain your taxpayer identification
number when you apply for a loan. If you receive a loan, and do not make payments as they come due, SBA may: (1) report the status of your loan(s) to
credit bureaus, (2) hire a collection agency to collect your loan, (3) offset your income tax refund or other amounts due to you from the Federal Government,
(4) suspend or debar you or your company from doing business with the Federal Government, (5) refer your loan to the Department of Justice, or (6) take
other action permitted in the loan instruments.
Right to Financial Privacy Act of 1978 (12 U.S.C. 3401) – The Right to Financial Privacy Act of 1978, grants SBA access rights to financial records held
by financial institutions that are or have been doing business with you or your business including any financial institutions participating in a loan or loan
guaranty. SBA is only required provide a certificate of its compliance with the Act to a financial institution in connection with its first request for access to
your financial records. SBA’s access rights continue for the term of any approved loan guaranty agreement. SBA is also authorized to transfer to another
Government authority any financial records concerning an approved loan or loan guarantee, as necessary to process, service or foreclose on a loan guaranty
or collect on a defaulted loan guaranty.
Freedom of Information Act (5 U.S.C. 552) – This law provides, with some exceptions, that SBA must supply information reflected in agency files and
records to a person requesting it. Information about approved loans that is generally released includes, among other things, statistics on our loan programs
(individual borrowers are not identified in the statistics) and other information such as the names of the borrowers, the amount of the loan, and the type of
the loan. Proprietary data on a borrower would not routinely be made available to third parties. All requests under this Act are to be addressed to the nearest
SBA office and be identified as a Freedom of Information request.
Occupational Safety and Health Act (15 U.S.C. 651 et seq.) – The Occupational Safety and Health Administration (OSHA) can require businesses to
modify facilities and procedures to protect employees. Businesses that do not comply may be fined and required to abate the hazards in their workplaces.
They may also be ordered to cease operations posing an imminent danger of death or serious injury until employees can be protected. Signing this form is
certification that the applicant, to the best of its knowledge, is in compliance with the applicable OSHA requirements, and will remain in compliance during
the life of the loan.
Civil Rights (13 C.F.R. 112, 113, 117) – All businesses receiving SBA financial assistance must agree not to discriminate in any business practice, including
employment practices and services to the public on the basis of categories cited in 13 C.F.R., Parts 112, 113, and 117 of SBA Regulations. All borrowers
must display the "Equal Employment Opportunity Poster" prescribed by SBA.
Equal Credit Opportunity Act (15 U.S.C. 1691) – Creditors are prohibited from discriminating against credit applicants on the basis of race, color, religion,
national origin, sex, marital status or age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant’s
income derives from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection
Act.
Debarment and Suspension Executive Order 12549 (2 C.F.R. Part 180 and Part 2700) – By submitting this loan application, you certify that neither
the Applicant or any owner of the Applicant have within the past three years been: (a) debarred, suspended, declared ineligible or voluntarily excluded from
participation in a transaction by any Federal Agency; (b) formally proposed for debarment, with a final determination still pending; (c) indicted, convicted,
or had a civil judgment rendered against you for any of the offenses listed in the regulations or (d) delinquent on any amounts owed to the U.S. Government
or its instrumentalities as of the date of execution of this certification.
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	6 SBA Form 2483-SD (1/21)
PPP Borrower Demographic Information Form (Optional)
Instructions
1. Purpose. Veteran/gender/race/ethnicity data is collected for program reporting purposes only.
2. Description. This form requests information about each of the Borrower’s Principals. Add additional sheets if necessary.
3. Definition of Principal. The term “Principal” means:
 • For a self-employed individual, independent contractor, or a sole proprietor, the self-employed individual, independent
contractor, or sole proprietor.
 • For a partnership, all general partners and all limited partners owning 20% or more of the equity of the Borrower, or any partner
that is involved in the management of the Borrower’s business.
 • For a corporation, all owners of 20% or more of the Borrower, and each officer and director.
 • For a limited liability company, all members owning 20% or more of the Borrower, and each officer and director.
 • Any individual hired by the Borrower to manage the day-to-day operations of the Borrower (“key employee”).
 • Any trustor (if the Borrower is owned by a trust).
 • For a nonprofit organization, the officers and directors of the Borrower.
4. Principal Name. Insert the full name of the Principal.
5. Position. Identify the Principal’s position; for example, self-employed individual; independent contractor; sole proprietor; general
partner; owner; officer; director; member; or key employee.
Principal Name Position
Disclosure is voluntary and will have no bearing on the loan application decision
Veteran 1=Non-Veteran; 2=Veteran; 3=Service-Disabled Veteran; 4=Spouse of Veteran; X=Not
Disclosed
Gender M=Male; F=Female; X=Not Disclosed
Race (more than 1
may be selected)
1=American Indian or Alaska Native; 2=Asian; 3=Black or African-American; 4=Native
Hawaiian or Pacific Islander; 5=White; X=Not Disclosed
Ethnicity H=Hispanic or Latino; N=Not Hispanic or Latino; X=Not Disclosed
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Senior Accountat
Male
Not Hispanic or Latino
Asian
Non-Veteran
Rolando M Cortez
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	Business Lending Resolutions
Name of Business (Entity):___________________________________
Banking Resolutions
The undersigned, hereby certifies to Zions Bancorporation, N.A. (“Bank”) that if the Entity identified above is: (i) a corporation,
then the undersigned is the Secretary or Executive Officer or other authorized person, and designated keeper of the records
and minutes  of  the  Entity  identified  above;  (ii) a sole  proprietorship,  then  the  undersigned  is  the  individual  owner;  (iii) a
partnership, then the undersigned is a general partner; (iv) a limited liability company, then the undersigned is a member (if
management is by members), or a manager (if management is by a manager); (vii) a trust, then the undersigned is a trustee of
the trust; or (viii) not one of the aforementioned entities, then the undersigned is a representative of the governing body of the
Entity and designated keeper of the records and minutes of the Entity identified above.  Also, the undersigned hereby certifies
to the Bank that: (i) the undersigned has full authority to make the representations set forth in these Resolutions on behalf of
the Entity and the following is a true and correct copy or description of the Resolutions duly adopted by the requisite Board of
Directors (if a corporation), by the partners (if a partnership), by the members/managers (if a limited liability company), by the
proprietor (if  a sole  proprietorship),  or  otherwise  by  the  other governing  authority  of  the  Entity  at a  meeting,  at which a
quorum was present and acting throughout, or adopted by the written consent of a majority of those entitled or required to act
to bind the Entity; and, in addition to certifying the following Resolutions, if a trust, the undersigned trustee certifies that (a) the
trust is in existence as of this date this document is executed and is evidenced by a trust instrument executed on the date set
forth in the trust instrument; (b) the trust will not be revoked or substantially amended for the term of the Loan Agreements
without the consent of the Bank and SBA; (c) the trustee has authority to act, including the power to do, or perform, all of the
acts and things on behalf of the trust set forth in this document; (d)  the trust has the authority to borrow funds; (e) the trust
agreement has specific language confirming the above; (f) upon request, the trustee will provide to Bank and the SBA with a
true and complete list of all trustors, settlors and donors and copies of excerpts from the trust instrument and amendments
which designate the trustee and confer upon the trustee the power to act in these transactions, and that Lender may require
such further identification or legal opinion supporting the Trustee authority and power as Lender shall deem necessary and
prudent; and (ii) that such Resolutions are in full force and effect:
1. Resolved, that the person signing below (“Authorized Principal” also "Authorized Officer"), acting alone, may now and in
the future enter into any agreement, on behalf of and in the name of the Entity, with the Bank in order to: (i) borrow
money in any sum that an Authorized Principal deems necessary for the Entity; (ii) promise to repay the sum or sums
borrowed on the terms set by the Bank; and (iii) pledge any property of the Entity as security for the payment of any sums
borrowed.
2. Resolved, that the Authorized Principal, acting alone, is authorized to read, acknowledge and execute on behalf of the Entity
the: (i) Paycheck Protection Program (PPP) Loan Application & Agreement (“Application”); (ii) the Promissory Note; (iii) the
Credit Agreement (or agree to the terms of the Credit Agreement); and (iv) any and all other agreements, documents, or
instruments Lender may require in connection with the loan contemplated hereby (collectively, the “Loan
Agreements” or “Credit Agreement”);
3. Resolved that the Authorized Principal, acting alone, may now and in the future: authorize one or more individuals
(“Authorized User”), regardless of whether he or she is an Authorized Principal, to execute and/or deliver any document,
agreement, instruction, notice, and amendment as the Authorized Principal deems necessary in connection with the Loan
Agreements, this Application & Agreement, or any loan forgiveness applications.
4. Resolved that the Authorized Principal or Authorized User, acting alone, may now or in the future: accept and enter into
deposit account, investment, funds transfer, and other banking service and product agreements including but not limited
to Bank's Treasury Management Master Services Agreement (“MSA”), Acceptances of Treasury Management Agreements
(“Acceptances”), and “Specifications” (as defined in the MSA) for treasury management services (“Services”), including
amendments and addenda to any of the foregoing; designate from time to time who is authorized to withdraw funds, initiate
and approve payment orders, endorse instruments, and execute service and product agreements; appoint
 “Administrators” (as defined in the MSA) who are able to establish other Administrators, authorized users, security
procedures, Specifications (as defined in the MSA), and other setup details for Services; (D) request Services and execute
documents that Bank may request, and any amendments or renewals thereof, pertaining to the use of Services, including but not
limited to designating one or more persons (which may include himself or herself) authorized to initiate, amend, cancel, confirm,
or verify the authenticity of instructions to Bank for Services, whether given orally, electronically, or by facsimile instructions,
and to revoke any authorization granted to any such person, as he or she deems appropriate; and otherwise give instructions
and authorizations on behalf of this Company for security procedures, the Services and other banking services.
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	5. Resolved, that the authorizations by Entity as described in these Resolutions are in addition to all other authorizations in
effect; however, if these Resolutions conflict with any other authorizations in effect, then these Resolutions will prevail only to
extent to resolve the conflict, and these Resolutions will remain in full force and effect until the Bank receives written notice of
their revocation at the address of 2460 South 3270 West, Attn: Business Banking Loan Center, West Valley City, UT 84119.
6. Resolved, that these Resolutions may be signed and transmitted by electronic mail of a .PDF document or other electronic
format and thereafter maintained in imaged or electronic form, and that such imaged or electronic record shall be valid and
effective  to  bind  the  party so  signing  as a  paper  copy  bearing  such  party’s  hand-written  signature  and  that  the signatures
appearing  on  these  Resolutions (whether  in  imaged  or  other  electronic  format)  shall  be  treated,  for  purpose  of  validity,
enforceability and admissibility, the same as hand-written signatures.
7. Resolved, that in the event the Bank requests, from time to time, Entity will deliver certified copies of documents evidencing
authorizations and approvals (e.g., organizational documents filed with the Entity’s state or jurisdiction of organization, bylaws,
operating agreements, resolutions, minutes and incumbency certificates, etc.).
8. The  undersigned  hereby  certify,  under  penalty  of  perjury  of  the  laws  of  the  state  or  jurisdiction  for  which  the Entity  is
organized: (i) I am the Authorized Representative of the above named Entity; (ii) the foregoing Resolutions were duly adopted
by the governing body of this Entity and are in effect; (iii) the foregoing Resolutions are true, correct, and complete; (iv) that the
signatures or initials appearing on this Application & Agreement are those of the persons authorized in accordance with the
Resolutions; and (v) that Loan Agreements are the binding obligation of this Entity.
Business Entity
Borrower Name:
Authorized Officer: Signature by: Date:
Printed Name Title: Authorized Officer of
Borrower
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	PROMISSORY NOTE
The undersigned borrower (“Borrower”) understands, acknowledges and agrees that, even though Borrower is executing
this Promissory Note (the “Note”) and an accompanying Credit Agreement and submitting them together with Borrower’s
application for a Paycheck Protection Program (“PPP”) loan (a “Loan”), Borrower’s execution of this Note and the Credit
Agreement does not mean that the Lender has approved any Loan. The Lender will hold this Note and the Credit Agreement
in escrow until the Loan application is approved or denied. Borrower further understands, acknowledges and agrees that
the Loan is subject to and may be approved (if at all) only in accordance with all applicable PPP rules and all policies and
procedures of the Lender and the U.S. Small Business Administration.  If the application is denied, the Note and the Credit
Agreement will have no force and effect. If the application is approved, the Lender will provide a Confirmation Letter to
Borrower that  will establish the Maturity Date of the Loan.   Borrower further agrees, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, as follows:
PROMISE TO PAY:
In return for the Loan, Borrower promises to pay to Zions Bancorporation, N.A. dba
("Lender"), the principal amount of  in lawful money of the United States of America, plus interest on the
unpaid principal balance, and all other amounts required by this Note.
CONFIRMED LOAN TERMS: Lender must obtain a SBA loan number and Lender must provide Borrower a letter (the
 “Confirmation Letter”) confirming certain loan terms, as conditions to the Loan becoming approved by Lender.   The
Confirmation Letter will set forth general terms of the Loan, including, without limitation, the principal amount, the loan type,
the Loan Origination Date, Loan Maturity, and other miscellaneous terms.  This Note and the Confirmation Letter, together
with the Credit Agreement (which is included with the Paycheck Protection Program (PPP) Loan Application and
Agreement (the “Application”), set forth the terms and conditions which shall govern the Loan.  All of the terms and
conditions of the Confirmation Letter and the Credit Agreement are hereby incorporated in this Note by reference and
represent the final agreement between Lender and Borrower, and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreement of the parties.  References to this Note shall include the Confirmation
Letter and the Credit Agreement as applicable.  Acceptance of the Loan proceeds by Borrower shall further evidence that the
Loan is governed by the Confirmation Letter.
This Note, the Confirmation Letter, the Credit Agreement, the Business Lending Resolutions, and any and all other documents,
instruments, or agreements executed and/or delivered in connection with the Loan shall be collectively referred to as the
 “Loan Documents”. By signing below, Borrower agrees to be bound by all of the terms of the Loan Documents, as amended
and modified from time to time.
DEFINITIONS:
 “CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act (P.L. 116-136), as amended.
 “Deferment Period” shall be the earlier of (i) the date on which the amount of forgiveness determined under section 1106 of
the CARES Act is remitted to Lender (or, if earlier, the date the SBA determines that the loan is not eligible for forgiveness in
the full amount requested), or (ii) if Borrower fails to apply for forgiveness within 10 months after the date that is 24 weeks
after the Loan Origination Date (with that 24-week period referred to as the “Imputed Covered Period”), the date that is 10
months after the last day of the Imputed Covered Period.  Lender will provide Borrower the monthly payment amount after the
Deferment Period.
 “Division” means the lending division of Lender designated above as the bank “dba” of Lender.
 “Economic Aid Act” means the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (P.L.116-260), as
amended.
 “Loan” means the loan evidenced by this Note, the Confirmation Letter and the other Loan Documents.
 “Loan Origination Date” means the date the Loan is approved as stated in the Confirmation Lender.
 “Paycheck Protection Program” means the SBA Paycheck Protection Program authorized and governed by the CARES Act and
the Economic Aid Act.
 “PPP Rules” means the Paycheck Protection Program rules, directives, and regulations made by the SBA or United States
Treasury.
 “SBA” means the Small Business Administration, an Agency of the United States of America.
PAYMENT TERMS:
Borrower must make all payments at the place Lender designates.  The payment terms for this Note are:
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	The interest rate on this Note shall be calculated from the Loan Origination Date set forth in the Confirmation Letter using an
interest rate of 1.00% per annum, until paid in full.  Interest on the Note is computed on an actual/365 simple interest basis;
that is by applying the ratio of the interest rate over the number of days in a year (365 for all years, including leap years),
multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.
All interest payment under this Note is computed using this method.  Interest will continue to accrue during the Deferment
Period.
Borrower  will  pay the  Loan in  accordance  with  the  following  payment  schedule:  Borrower  will  pay  the  Loan in  monthly
installment payments  of  the  outstanding  balance  of  principal  and  interest  after  the  Deferment  Period  amortized  over  the
remaining  term  of the Loan.   Borrower's  first  payment  is  due  30  days  after  the  last day  of  the  Deferment  Period,  and all
subsequent payments are due on the same day of each month after that (or the last day of any subsequent month that does
not have the same day as the first payment date).  Borrower's final payment will be due on the Maturity Date which is five
years from the Loan Origination Date, and will be for all principal and all accrued interest not yet paid.  Payments shall include
principal and interest, with Lender to provide to Borrower the amount of the monthly payment and the first payment date.
Notwithstanding the forgoing and to the extent not otherwise prohibited by law, any principal balance, remaining after the SBA
remits its forgiveness decision, that is equal to or less than what would have been a principal and interest payment amortized
over the term of the Loan calculated prior to any forgiveness, as such shall be provided by Lender to Borrower, shall be paid
in full on Borrower’s first payment after the Deferment Period unless otherwise agreed to in writing by Borrower and Lender.
LOAN PREPAYMENT:
Notwithstanding any provision in this Note to the contrary:
Borrower may prepay this Note.  Borrower may prepay 20 percent or less of the unpaid principal balance of the Loan at any
time without notice.  If Borrower prepays more than 20 percent of the unpaid principal balance of the Loan and the Loan has,
prior to such prepayment, been sold on the secondary market, Borrower must:
a. Give Lender written notice;
b. Pay all accrued interest; and
c. If the prepayment is received less than 21 days from the date the Lender receives the notice, pay an amount equal to
21 days' interest from the date Lender receives the notice, less any interest accrued during the 21 days and paid under
subparagraph b. above.
If Borrower does not prepay within 30 days from the date Lender receives the notice, Borrower must give Lender a new notice.
Prepayments of principal shall be applied to payments in the inverse order of their maturities.
LOAN FORGIVENESS:.  Borrower may apply to Lender for loan forgiveness pursuant to the CARES Act and the Economic Aid Act,
and in accordance with the requirements of the PPP Rules.
ANNUAL AMORTIZATION: Notwithstanding any other term in this Note, Lender may in its sole discretion, re-amortize the loan
not more than once each year to obtain full amortization at the Maturity Date.
MATURITY DATE: This Note will mature five years from Loan Origination Date which date is set forth in the Confirmation Letter.
LATE CHARGE:  If a payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly
scheduled payment.
DISHONORED ITEM FEE:  Borrower will pay Lender a dishonored item fee in the amount charged by the Division which made the
Loan up to $25 if Borrower’s payment is later dishonored, or as determined by Lender.
DEFAULT: Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if
Borrower:
A. Fails to do anything required by this Note and other Loan Documents
B. Defaults on any other loan or agreement with Lender;
C. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or the SBA;
D. Makes, or anyone acting on their behalf makes, a false or misleading representation to Lender or the SBA;
E. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect
Borrower’s ability to pay this Note;
F. Fails to pay any taxes when due;
G. Becomes the subject of a proceeding under any bankruptcy or insolvency law;
H. Has a receiver or liquidator appointed for any part of its business or property;
I. Is dissolved or any other termination of Borrower’s existence or the death of Borrower if Borrower is an individual, or
the death of the sole owner of Borrower;
J. Makes an assignment for the benefit of creditors;
K. Has any adverse change in financial condition or business operation that Lender believes may materially affect
Borrower’s ability to pay this Note;
L. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior
written consent;
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	M. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this
Note; or,
N. Borrower is determined to be ineligible for this Paycheck Protection Program loan or otherwise fails to follow the PPP
Rules.
LENDER’S RIGHTS IF THERE IS A DEFAULT: Without notice or demand and without giving up any of its rights, Lender may:
A. Require immediate payment of all amounts owing under this Note;
B. Collect all amounts owing from any Borrower;
C. File suit and obtain judgment; and/or
D. Pursue all other remedies allowed by applicable law.
Except as may be prohibited by law, all of Lender’s rights and remedies shall be cumulative and may be exercised singularly or
concurrently.  Lender’s pursuit of any remedy shall not exclude pursuit of any other remedy.
LENDER’S GENERAL POWERS:  Without notice and without Borrower’s consent, Lender may take any or all of the following
actions:
A. Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Documents.
Among other things, the expenses may include payments for reasonable attorney’s fees and costs.  If Lender incurs such
expenses, it may demand immediate repayment from Borrower or add the expense to the principal balance of the Loan;
B. Release anyone obligated to pay this Note; and
C. Take any action necessary to collect amounts owning on this Note.
WHEN FEDERAL LAW APPLIES. When the SBA is the holder, this Note will be interpreted and enforced under federal law,
including SBA regulations. Lender or the SBA may use state or local procedures for filing papers, recording documents, giving
notice, foreclosing liens, and other purposes. By using such procedures, the SBA does not waive any federal immunity from
state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against the SBA any local or
state law to deny any obligation, defeat any claim of the SBA, or preempt federal law.
SUCCESSORS AND ASSIGNS:   Under this Note, Borrower includes is successors and assigns and Lender includes its successors
and assigns.
ELIGIBLE BORROWER AND LOAN AMOUNT:  Borrower represents that Borrower is an eligible recipient of the Loan under the
CARES Act,  the Economic Aid Act and all applicable PPP Rules.  Borrower certifies that the Average Monthly Payroll amount and
other required information set forth in Borrower’s Application made in connection with the Loan is true and correct and
calculated in accordance with CARES Act, the Economic Aid Act and all applicable PPP Rules.  Borrower further represents
that the Loan amount set forth in this Note i s an amount determined by Borrower to be an amount that Borrower is eligible to
receive pursuant to the CARES Act, the Economic Aid Act and all applicable PPP Rules.  Borrower certifies that Borrower
does not have an application for a Second Draw PPP loan (as defined in the PPP Rules) with another lender and has not received
a Second Draw PPP loan.  Borrower certifies that Borrower has not received a shuttered venue operator grant allowed by the
Economic Aid Act, nor does Borrower have an application pending with the SBA for any such grant.  Borrower acknowledges
and agrees that al l  applicable PPP  Rules, as  such  may  be  amended,  apply  to the Loan.   Borrower  agrees to  deliver  all
certifications,  documents,  information and agreements the SBA or Lender may require in connection with the
Paycheck Protection Program.   Borrower understands that Lender is relying without independent verification
on Borrower’s certifications and representations made i n connection with the Loan, Borrower’s sole determination that
Borrower is eligible to recei ve the Loan, and the determination made solely by Borrower in the PPP Loan Application with
respect to the Loan amount.  Lender a ssumes no responsibility or liability for determining Borrower’s eligibility for the Loan,
the Loan amount or the prospects for Loan forgiveness.  If it is determined that Borrower is ineligible to receive the Loan,
Borrower is not entitled to receive the Loan amount, or Borrower fails to follow the PPP Rules, Borrower and its owners
may be subject to (a) penalties under the Paycheck Protection Program and (b) remedies available to Lender and the
SBA, and Borrower may not be entitled to forgiveness for some or all of the Loan with the resulting obligation of
Borrower to repay the unforgiven Loan in full.  Borrower hereby agrees to indemnify and hold Lender and its directors,
officers, employees and representatives harmless from any and all losses, costs, penalties, obligations and liabilities incurred by
Borrower as a result of the foregoing representations and assurances and all other representations and certifications
made, and liabilities and obligations i ncurred, by Borrower with respect to the PPP Loan Application and the Loan.
Borrower further agrees that all such representations, warranties, covenants and indemnifications made by Borrower will
survive the making of the Loan and shall be continuing in nature, and shall remain in full force and effect even after the Loan is
forgiven or paid in full.
GENERAL PROVISIONS:
a. Borrower and the individual signing this Note waive all suretyship defenses which Borrower could otherwise assert under
applicable law or in equity.
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	b. Borrower must sign all documents necessary at any time to comply with the Loan Documents and the Paycheck Protection
Program.
c. Lender may exercise any of its rights separately or together, as many times and in any order it chooses.  Lender may delay
or forgo enforcing any of its rights without giving up any of them.
d. Borrower may not use an oral statement of Lender or the SBA to contradict or alter the written terms of this Note.
e. If any part of this Note is unenforceable, all other parts remain in effect.
f. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment,
demand, protest, and notice of dishonor.
g. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note
shall be released from liability.  Borrower agrees that Lender may renew or extend (repeatedly and for any length of time)
the Loan and take any other action deemed necessary by Lender without the consent of or notice to anyone.  Borrower also
agrees that Lender may modify the Loan without the consent of or notice to anyone other than the party with whom the
modification is made.
h. The Loan Documents shall be automatically amended to the extent necessary to reflect any mandatory changes to the
terms of the Loan pursuant to subsequent law or regulation.
CONSENT TO JURISDICTION AND GOVERNING LAW:  Borrower hereby submits to the jurisdiction of the state and federal courts
in the county and state where Lender’s Division making the Loan is located in any action or lawsuit to enforce this Note or the
other Loan Documents.  The Loan will be governed by federal law applicable to Lender and, to the extent not preempted by federal
law or otherwise required by this Agreement, the laws of the state in which Lender’s Division making the Loan is located, which
shall be applied without regard to its conflicts of law provisions.
STATE-SPECIFIC PROVISIONS:
Notwithstanding the forgoing, the interest on this Note shall never exceed the maximum rate permitted by the usury laws of any
state or any pre-empting federal law, if any, applicable to this kind of loan.  Borrower hereby waives presentment, demand,
protects or notice of nonpayment and intent to accelerate this Note and/or demand for payment of past due installments as a
condition precedent to acceleration and enforcement.
Borrower agrees to an effective rate of interest that is the rate specified in this Note plus any additional rate resulting from any
other charges in the nature of interest paid or to be paid in connection with this Note.
SUBSEQUENT APPLICATION TO CORRECT ERROR(S).  If a Confirmation Letter has not been provided to Borrower by Lender and
Lender requests and Borrower signs  a subsequent Application with Lender, to correct an error in any term or condition of a
prior Application, Promissory Note, or Credit Agreement, signed after the enactment of the Economic Aid Act,  the most recently
signed Application, Promissory Note, and Credit Agreement, shall replace the prior documentation and restate the terms of the
Application, the Promissory Note and Credit Agreement and the previously executed Application, Promissory Note and Credit
Agreement shall have no effect.  Nothing herein shall impact any loan documents executed in favor of Lender prior to the
Economic Aid Act.
NOTICE OF FINAL AGREEMENT.  THIS DOCUMENT AND ALL OTHER DOCUMENTS RELATING TO THE LOAN CONSTITUTE A
WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THE LOAN.
Dispute Resolution
DISPUTE RESOLUTION PROVISION. This Dispute Resolution Provision contains a jury waiver, a class action waiver, and an
arbitration clause (or judicial reference agreement, as applicable), set out in four Sections.  READ IT CAREFULLY.
Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the Dispute Resolution Provision
contained herein is not enforceable at any time that the SBA is the holder of the Note which evidences the Loan.
SECTION 1.  GENERAL PROVISIONS GOVERNING ALL DISPUTES.
1.1 PRIOR DISPUTE RESOLUTION AGREEMENTS SUPERSEDED.  This Dispute Resolution Provision shall supersede and
replace any prior “Jury Waiver,” “Judicial Reference,” “Class Action Waiver,” “Arbitration,” “Dispute Resolution,” or similar
alternative dispute agreement or provision between or among the parties.
1.2 “DISPUTE” DEFINED.  As used herein, the word “Dispute” includes, without limitation, any claim by either party against
the other party related to this Note, any other Loan Document, and the Loan evidenced hereby.  In addition, “Dispute” also
includes any claim by either party against the other party regarding any other agreement or business relationship between any
of them, whether or not related to the Loan or other subject matter of this Note.  “Dispute” includes, but is not limited to,
matters arising from or relating to a deposit account, an application for or denial of credit, warranties and representations made
by a party, the adequacy of a party’s disclosures, enforcement of any and all of the obligations a party hereto may have to another
party, compliance with applicable laws and/or regulations, performance or services provided under any agreement by a party,
including without limitation disputes based on or arising from any alleged tort or matters involving the employees, officers, agents,
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	affiliates, or assigns of a party hereto. If a third party is a party to a Dispute (such as a credit reporting agency, merchant accepting
a credit card, junior lienholder or title company), each party hereto agrees to consent to including that third party in any
arbitration or judicial reference proceeding for resolving the Dispute with that party.
1.3 JURY TRIAL WAIVER.  Each party waives their respective rights to a trial before a jury in connection with any Dispute,
and all Disputes shall be resolved by a judge sitting without a jury.  If a court determines that this jury trial waiver is not
enforceable for any reason, then at any time prior to trial of the Dispute, but not later than 30 days after entry of the order
determining this provision is unenforceable, any party shall be entitled to move the court for an order, as applicable: (A)
compelling arbitration and staying or dismissing such litigation pending arbitration (“Arbitration Order”) under Section 2 hereof,
or (B) staying such litigation and compelling judicial reference under Section 3 hereof.
1.4  CLASS ACTION WAIVER.   If permitted by applicable law, each party waives the right to litigate in court or an arbitration
proceeding any Dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney
general.
1.5 SURVIVAL.  This Dispute Resolution Provision shall survive any termination, amendment or expiration of this Note, or
any other relationship between the parties.
SECTION 2.  ARBITRATION IF JURY WAIVER UNENFORCEABLE (EXCEPT CALIFORNIA).  If (but only if) a state or federal court
located outside the state of California determines for any reason that the jury trial waiver in this Dispute Resolution Provision is
not enforceable with respect to a Dispute, then any party hereto may require that said Dispute be resolved by binding arbitration
pursuant to this Section 2 before a single arbitrator.  An arbitrator shall have no authority to determine matters (i) regarding the
validity, enforceability, meaning, or scope of this Dispute Resolution Provision, or (ii) class action claims brought by either party
as a class representative on behalf of others and claims by a class representative on either party’s behalf as a class member, which
matters may be determined only by a court without a jury.  By agreeing to arbitrate a Dispute, each party gives up any right that
party may have to a jury trial, as well as other rights that party would have in court that are not available or are more limited
in arbitration, such as the rights to discovery and to appeal.
Arbitration shall be commenced by filing a petition with, and in accordance with the applicable arbitration rules of, National
Arbitration Forum (“NAF”) or Judicial Arbitration and Mediation Service, Inc. (“JAMS”) (“Administrator”) as selected by the
initiating party.  However, if the parties agree, arbitration may be commenced by appointment of a licensed attorney who is
selected by the parties and who agrees to conduct the arbitration without an Administrator.  If NAF and JAMS both decline to
administer arbitration of the Dispute, and if the parties are unable to mutually agree upon a licensed attorney to act as arbitrator
with an Administrator, then either party may file a lawsuit (in a court of appropriate venue outside the state of California) and
move for an Arbitration Order.  The arbitrator, howsoever appointed, shall have expertise in the subject matter of the Dispute.
Venue for the arbitration proceeding shall be at a location determined by mutual agreement of the parties or, if no agreement,
in the city and state where Lender or Bank is headquartered.  The arbitrator shall apply the law of the state specified in the
agreement giving rise to the Dispute.
After entry of an Arbitration Order, the non-moving party shall commence arbitration.  The moving party shall, at its discretion,
also be entitled to commence arbitration but is under no obligation to do so, and the moving party shall not in any way be
adversely prejudiced by electing not to commence arbitration.  The arbitrator: (i) will hear and rule on appropriate dispositive
motions for judgment on the pleadings, for failure to state a claim, or for full or partial summary judgment; (ii) will render a
decision and any award applying applicable law; (iii) will give effect to any limitations period in determining any Dispute or
defense; (iv) shall enforce the doctrines of compulsory counterclaim, res judicata, and collateral estoppel, if applicable; (v) with
regard to motions and the arbitration hearing, shall apply rules of evidence governing civil cases; and (vi) will apply the law of the
state specified in the agreement giving rise to the Dispute.  Filing of a petition for arbitration shall not prevent any party from (i)
seeking and obtaining from a court of competent jurisdiction (notwithstanding ongoing arbitration) provisional or ancillary
remedies including but not limited to injunctive relief, property preservation orders, foreclosure, eviction, attachment, replevin,
garnishment, and/or the appointment of a receiver, (ii) pursuing non-judicial foreclosure, or (iii) availing itself of any self-help
remedies such as setoff and repossession.  The exercise of such rights shall not constitute a waiver of the right to submit any
Dispute to arbitration.
Judgment upon an arbitration award may be entered in any court having jurisdiction except that, if the arbitration award exceeds
$4,000,000, any party shall be entitled to a de novo appeal of the award before a panel of three arbitrators.  To allow for such
appeal, if the award (including Administrator, arbitrator, and attorney’s fees and costs) exceeds $4,000,000, the arbitrator will
issue a written, reasoned decision supporting the award, including a statement of authority and its application to the Dispute.  A
request for de novo appeal must be filed with the arbitrator within 30 days following the date of the arbitration award; if such a
request is not made within that time period, the arbitration decision shall become final and binding.  On appeal, the arbitrators
shall review the award de novo, meaning that they shall reach their own findings of fact and conclusions of law rather than
deferring in any manner to the original arbitrator.  Appeal of an arbitration award shall be pursuant to the rules of the
Administrator or, if the Administrator has no such rules, then the JAMS arbitration appellate rules shall apply.
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	Arbitration under this provision concerns a transaction involving interstate commerce and shall be governed by the Federal
Arbitration Act, 9 U.S.C. § 1 et seq.  If the terms of this Section 2 vary from the Administrator’s rules, this Section 2 shall control.
SECTION 3.   JUDICIAL REFERENCE IF JURY WAIVER UNENFORCEABLE (CALIFORNIA ONLY).  If (but only if) a Dispute is filed in a
state or federal court located within the state of California, and said court determines for any reason that the jury trial waiver in
this Dispute Resolution Provision is not enforceable with respect to that Dispute, then any party hereto may require that Dispute
be resolved by judicial reference in accordance with California Code of Civil Procedure, Sections 638, et seq., including without
limitation whether the Dispute is subject to a judicial reference proceeding.  By agreeing to resolve Disputes by judicial reference,
each party is giving up any right that party may have to a jury trial.  The referee shall be a retired judge, agreed upon by the
parties, from either the American Arbitration Association (AAA) or Judicial Arbitration and Mediation Service, Inc. (JAMS).  If the
parties cannot agree on the referee, the party who initially selected the reference procedure shall request a panel of ten retired
judges from either AAA or JAMS, and the court shall select the referee from that panel.  (If AAA and JAMS are unavailable to
provide this service, the court may select a referee by such other procedures as are used by that court.)  The referee shall be
appointed to sit with all of the powers provided by law, including the power to hear and determine any or all of the issues in the
proceeding, whether of fact or of law, and to report a statement of decision.  The parties agree that time is of the essence in
conducting the judicial reference proceeding set forth herein.  The costs of the judicial reference proceeding, including the fee for
the court reporter, shall be borne equally by the parties as the costs are incurred, unless otherwise awarded by the referee.  The
referee shall hear all pre-trial and post-trial matters (including without limitation requests for equitable relief), prepare a
statement of decision with written findings of fact and conclusions of law, and apportion costs as appropriate.  The referee shall
be empowered to enter equitable relief as well as legal relief, provide all temporary or provisional remedies, enter equitable
orders that are binding on the parties and rule on any motion that would be authorized in a trial, including without limitation
motions for summary adjudication.  Only for this Section 3, “Dispute” includes matters regarding the validity, enforceability,
meaning, or scope of this Section, and (ii) class action claims brought by either party as a class representative on behalf of others
and claims by a class representative on either party’s behalf as a class member.  Judgment upon the award shall be entered in the
court in which such proceeding was commenced and all parties shall have full rights of appeal.  This provision will not be deemed
to limit or constrain Bank or Lender’s right of offset, to obtain provisional or ancillary remedies, to interplead funds in the event
of a dispute, to exercise any security interest or lien Bank or Lender may hold in property or to comply with legal process involving
accounts or other property held by Bank or Lender. Nothing herein shall preclude a party from moving (prior to the court ordering
judicial reference) to dismiss, stay or transfer the suit to a forum outside California on grounds that California is an improper,
inconvenient or less suitable venue.  If such motion is granted, this Section 3 shall not apply to any proceedings in the new forum.
This Section 3 may be invoked only with regard to Disputes filed in state or federal courts located in the State of California.  In no
event shall the provisions in this Section 3 diminish the force or effect of any venue selection or jurisdiction provision in this Note
or any other Loan Document.
SECTION 4.  RELIANCE.  Each party (i) certifies that no one has represented to such party that the other party would not seek to
enforce a jury waiver, class action waiver, arbitration provision or judicial reference provision in the event of suit, and (ii)
acknowledges that it and the other party have been induced to enter into this Agreement by, among other things, material
reliance upon the mutual waivers, agreements, and certifications in the four Sections of this DISPUTE RESOLUTION PROVISION.
ORIGINALLY EXECUTED DOCUMENTS:
This Note may be signed and transmitted by electronic mail of a .PDF document or other electronic format and thereafter
maintained in imaged or electronic form, and that such imaged or electronic record shall be valid and effective to bind the party so
signing as a paper copy bearing such party’s hand-written signature. Borrower and Lender further agree that the signatures
appearing on this Note (whether in imaged or other electronic format) shall be treated, for purpose of validity, enforceability and
admissibility, the same as hand-written signatures.
BORROWER’S NAME AND SIGNATURE:
By signing below, Borrower acknowledges having read and understood the provisions of this Note and agrees to its terms.
Business Entity
Borrower Name:
Authorized Officer: Signature by: Date:
Printed
Name
Title: Authorized Officer of
Borrower
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Rolando Cortez
Phoenix Cars, LLC
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	Credit Agreement
The Paycheck  Protection  Program (PPP) Application  and Agreement (the  “PPP  Loan  Application”), the  Business  Lending
Resolutions, the Promissory  Note  (the  “Note”),  the  Confirmation  Letter,  which sets forth  general  terms  of  the  Loan,
including, without limitation, the principal amount, the loan type, the Loan Origination Date, and Loan Maturity, and other
miscellaneous  terms  (“Confirmed  Loan  Terms”), and  this Credit  Agreement  (this  “Agreement”) together  constitute
Borrower's Paycheck Protection Program Loan Documents ("Loan Documents"). The Loan Documents set forth the terms of
the agreement between Borrower and Zions Bancorporation, N.A. (“Lender”); it contains important terms and obligations that
Borrower should review carefully and keep for its records.
I. Definitions.   The following definitions apply to this Agreement:
1. Borrower. The business entity, business organization, individual, or sole proprietorship in whose name the Lender has
granted credit and established the Paycheck Protection Program Loan;
2. CARES Act.  The Coronavirus Aid, Relief, and Economic Security Act (P.L. 116-136) as amended.
3. Deposit Account. The deposit account that Borrower designated in the Confirmation Letter  in which Loan proceeds are to
be deposited;
4. Division.  The lending division of Lender designated in the Note as the bank “dba” of Lender.
5. Economic Aid Act. The Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act as amended (P.L. 116-260);
6. Lender.  Zions Bancorporation, N.A. which issued the Loan and which is referenced in the PPP Loan Application, but which
may also be referred to in the Credit Agreement as “Lender”, “Lender”, “we” or “us”;
7. Loan.  The term Loan means the loan evidenced by this Agreement, the Note, the Confirmation Letter and the other Loan
Documents.
8. “Loan Origination Date” is means the date the Loan is approved as stated in the Confirmation Lender.
9. Paycheck Protection Program.  The term Paycheck Protection Program means the SBA Paycheck Protection Program
authorized and governed by the CARES Act and the Economic Aid Act.
10. PPP Loan Application. The Paycheck Protection Program (PPP) Loan Application and Agreement submitted by Borrower
to request a Paycheck Protection Program Loan.
11. PPP Rules. All Paycheck Protection Program rules, directives and regulations issued by the SBA and U.S. Treasury
pertaining to the Paycheck Protection Program.
12. SBA.   SBA means the Small Business Administration, an Agency of the United States of America.
II. Borrower's Representations, Warranties and Covenants.
Effective upon Borrower's submission of its PPP Loan Application, and continuing until termination of the Credit Agreement and
satisfaction of all obligations of Borrower thereunder, Borrower covenants, represents, and warrants to Lender the following:
1. Legal Status. Borrower, whether it is a corporation, partnership, limited liability company, sole proprietorship, or other
type of business entity or organization, is in good standing and duly qualified to do business in each jurisdiction where
Borrower conducts business and has the full power and authority to carry on Borrower’s business as presently conducted.
2. Authority to Enter into Credit Agreement. Borrower has full power and authority to enter into and perform all obligations
under the Credit Agreement, and Borrower has been duly authorized to do so by all necessary organizational action.
3. No Conflict with Other Documents. Borrower's entering into and performing all obligations under the Credit Agreement
are consistent with Borrower's governing documents, and do not and will not contravene any provision of or constitute a
default under any indenture, mortgage, contract, or other instrument to which Borrower is a party or by which Borrower
is bound.
4. Accurate Information. All information that Borrower has provided and will provide at any time in the future is and will be
accurate, and the Borrower's authorized representative will certify the accuracy of such information on request.
5. Eligible Borrower and Loan Amount.  Borrower represents that Borrower is an eligible recipient of the Loan under the
CARES Act, the Economic Aid Act and all applicable PPP Rules.  Borrower certifies that the Average Monthly Payroll amount
and other information set forth in Borrower’s Application made in connection with the Loan is true and correct and
calculated in accordance with CARES Act, the Economic Aid Act and all applicable PPP Rules.  Borrower further represents
that the Loan amount set forth in the Note is an amount determined by Borrower to be an amount that Borrower is
eligible to receive pursuant to the CARES Act, the Economic Aid Act and all applicable PPP Rules.   Borrower certifies that
Borrower does not have an application for any type of a Paycheck Protection Program loan or for an increase in a prior
Paycheck Protection Program loan allowed by the Economic Aid Act, pending with any other lender and has not received
any such loan or increase, nor has the SBA issued a loan number for any such loan to Borrower.   Borrower certifies that
Borrower has not received a shuttered venue operator grant allowed by the Economic Aid Act, nor does Borrower have
an application pending with the SBA for any such grant.  Borrower acknowledges and agrees that all applicable PPP Rules
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	as such may be amended, apply to the Loan.  Borrower agrees to deliver all certifications, documents, information and
agreements the SBA or Lender may require in connection with the Paycheck Protection Program and Borrower agrees at
Lender’s request to sign and deliver other documents that Lender may request in connection with the Loan.
6. Loan Governed by PPP Rules.   Borrower agrees that the CARES Act, the Economic Aid Act, and all applicable PPP Rules,
as such may be amended, apply to the Loan.  Borrower agrees to deliver all certifications, documents, information and
agreements the SBA or Lender may require in connection with the Paycheck Protection Program.  Borrower further agrees
to comply with the requirements of the PPP Rules.
7. Lender’s Reliance on Borrower’s Representations; Indemnifications.  Borrower understands that Lender is relying
without independent verification on Borrower’s certifications and representations made in connection with the Loan,
Borrower’s sole determination that Borrower is eligible to receive the Loan, and the determination made solely by
Borrower in the PPP Loan Application with respect to the Loan amount.  Lender assumes no responsibility or liability for
determining Borrower’s eligibility for the Loan, the Loan amount or the prospects for Loan forgiveness.  If it is determined
that Borrower is ineligible to receive the Loan, Borrower is not entitled to receive the Loan amount, or Borrower fails to
follow the PPP Rules, Borrower and its owners may be subject to (a) penalties under the Paycheck Protection Program
and (b) remedies available to Lender, and Borrower may not be entitled to forgiveness for some or all of the Loan with
the resulting obligation of Borrower to repay the unforgiven Loan in full.  Borrower hereby agrees to indemnify and hold
Lender and its directors, officers, employees and representatives harmless from any and all losses, costs, penalties,
obligations and liabilities incurred by Borrower as a result of the foregoing representations and assurances and all other
representations and certifications made by Borrower with respect to the PPP Loan Application and the Loan  Borrower
further agrees that all such representations, warranties, covenants and indemnifications made by Borrower will survive
the making of the Loan and shall be continuing in nature, and shall remain in full force and effect until such time as the
Loan is forgiven or paid in full.
8. Purpose of Loan.  Borrower agrees that the Loan shall only be used for purposes and in portions allowed by the Paycheck
Protection Program, and applicable PPP Rules.
9. Additional Borrower Agreements. Borrower acknowledges and agrees that (a) if there is an Event of Default, the SBA
may be required to pay Lender under the SBA guaranty, and the SBA may seek recovery on the Loan; (b) Borrower will
keep books and records in compliance with the PPP Rules, and in a manner satisfactory to Lender and furnish financial
statements as requested by Lender, allow Lender and the SBA to inspect and audit books, records and papers relating
to Borrower’s financial or business condition; and (c) Borrower will not, without Lender’s consent, change its name,
change or allow a change of its ownership structure, make any distribution or sale of company assets or transfer
(including pledging) or dispose of any assets, except in the ordinary course of business.
10. Further Assistance. At the Lender's request, Borrower shall deliver, in a form acceptable to the Lender, any legal
documents, financial statements or information as may be required by Lender. The Borrower shall also promptly notify
the Lender of any significant change in its business or other development that has or may have a materially adverse effect
on Borrower's business or financial affairs.
III. Deviations in Borrower’s Name.
Borrower hereby acknowledges that if a typographical error exists in Borrower’s name, including but not limited to, missing the
words limited liability company, LLC, corporation, incorporated, Inc., or Corp., or the name corporation or incorporated are
abbreviated, or the name is missing a period or comma after a letter or word, or an apostrophe in the name is missing, or there is
some other deviation in Borrower’s name, Borrower agrees that all references to Borrower in this Agreement, the Note and the
Loan Documents shall mean the Borrower as such name may appear on the records of the department where entities are registered
in the State or Jurisdiction of Borrower’s organization.  Borrower further waives any defenses against enforceability of this
Agreement, the Note and the Loan Documents based on any deviation in Borrower’s name with the records of the state of
organization and Borrower agrees that this Agreement, the Note and Loan Documents bind Borrower regardless of any such
deviation of Borrower’s name and that all of the debts, obligations, liabilities, matured or unmatured, undisputed or disputed, and
regardless of how evidenced (whether by loan agreement, promissory note, other loan document, deposit agreement, operation
of law, or otherwise), are the debts, obligations and liabilities of the Borrower.  Borrower agrees to pay and perform the debts,
obligations and liabilities as set forth in this Agreement, the Note and Loan Documents pursuant to the same terms and conditions,
and at the times and in the manner, as if they had been originally made, executed, delivered or incurred by and in the name of
Borrower as Borrower’s name appears on the records of the State of Borrower’s organization.  This Agreement, the Note, and Loan
Documents are hereby amended to reflect the foregoing.
IV. Loan Advance Conditions.  As a condition precedent to loan approval and the initial Advance on the Loan, Lender may
require, in its sole and absolute discretion, (i) that Lender obtain a loan number from the SBA, (ii)  that Borrower shall not have
another application for a loan allowed by the CARES Act or Economic Aid Act (except for a First Draw Loan made prior to the
enactment of the Economic Aid Act, if this Loan is a Second Draw Loan) pending with the SBA or another lender, (if Lender
determines that another loan number has been issued by the SBA, Lender may exercise all default remedies, including but not
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	limited to the right of offset), (iii) that Borrower execute and deliver to Lender the PPP Loan Application, the Note, the Credit
Agreement, the Business Lending Resolutions, or any other agreement, document, or instrument, Lender may require, (iv) that
Borrower shall have provided to Lender Borrower’s DDA account number in which the Loan is to be deposited and all other
documents Lender may require in connection with the DDA account, (v) that Borrower not be in default under any term of this
Agreement or the Loan Documents, and (vi) that all representations and certifications made in connection with the Loan are true
and correct.
V. Affirmative Covenants.  Borrower covenants and agrees that so long as this Agreement remains in effect, Borrower will:
(a) perform and comply, in a timely manner all terms, conditions, and provisions set forth in the Loan Documents or required by
the PPP Rules.  Borrower shall notify Lender immediately in writing of any default in connection with any the Loan Documents or
the PPP Rules; (b) comply with all laws, ordinances, and regulations, now or hereafter in effect with respect to Borrower’s
business operations; (c) provide written notice to Lender of any change in executive and management personnel; (d) make,
execute and deliver to Lender such promissory notes, financing statements, instruments, documents and other agreements as
Lender or its attorneys may reasonably request to evidence the Loan.
VI. Negative Covenants.  Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall
not, without the prior written consent of Lender: cease operations, liquidate, merge or restructure as a legal entity, consolidate
with or acquire any other entity, change its name, convert to another type of entity or dissolve.
VII. Right of Setoff.  To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts
with Lender (whether checking, savings, or some other account).  This includes all accounts Borrower holds jointly with someone
else and all accounts Borrower may open in the future.  However, this does not include any IRA or Keogh accounts, or any trust
accounts for which setoff would be prohibited by law.  Borrower authorizes Lender, to the extent permitted by applicable law, to
charge or setoff all sums owing on the Indebtedness against any and all such accounts.
VIII. Recovery of Additional Costs.  To the extent allowed by applicable law, if the imposition of or any change in any law,
rule, regulation, guideline, or generally accepted accounting principle, or the interpretation or application of any thereof by any
court, administrative or governmental authority, or standard-setting organization (including any request or policy not having the
force of law) shall impose, modify or make applicable any taxes (except federal, state or local income or franchise taxes imposed
on Lender), reserve requirements, capital adequacy requirements or other obligations which would  (A)   increase the cost to
Lender for extending or maintaining the credit facilities to which this Agreement relates,  (B)   reduce the amounts payable to
Lender under this Agreement or  the Loan Documents, or  (C)  reduce the rate of return on Lender's capital as a consequence of
Lender's obligations with respect to the credit facilities to which this Agreement relates, then Borrower agrees to pay Lender such
additional amounts as will compensate Lender therefor, within five (5) days after Lender's written demand for such payment,
which demand shall be accompanied by an explanation of such imposition or charge and a calculation in reasonable detail of the
additional amounts payable by Borrower, which explanation and calculations shall be conclusive in the absence of manifest error.
IX. Default. The Loan shall be in default if Borrower does not make a payment when due under the Loan, or if Borrower:
A. Borrower fails to do anything required by the Note and other Loan Documents
B. Defaults on any other loan or agreement with Lender;
C. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or the SBA;
D. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender of the SBA;
E. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect
Borrower’s ability to pay the Note;
F. Fails to pay any taxes when due;
G. Becomes the subject of a proceeding under any bankruptcy or insolvency law;
H. Has a receiver or liquidator appointed for any part of their business or property;
I. Is dissolved or any other termination of Borrower’s existence or the death of Borrower if Borrower is an individual, or
the death of the sole owner of Borrower or the death of an owner of more than 20% of the equity interest of
Borrower;
J. Makes an assignment for the benefit of creditors;
K. Has any adverse change in financial condition or business operation that Lender believes may materially affect
Borrower’s ability to pay the Note;
L. Reorganizes, merges, consolidates, or otherwise changes any ownership of the equity interests in Borrower or changes
the business structure without Lender’s prior written consent;
M. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay the
Note; or
N. Borrower is determined to be ineligible for this Paycheck Protection Program loan or otherwise fails to follow the PPP Rules.
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	X. Lender’s Rights if There is a Default.   Without notice or demand and without giving up any of its rights, Lender
may:
A. Require immediate payment of all amounts owing under the Note;
B. Collect all amounts owing from any Borrower;
C. File suite and obtain judgment; and/or
D. Pursue all other remedies allowed by applicable law.
Except as may be prohibited by law, all of Lender’s rights and remedies shall be cumulative and may be exercised singularly
or concurrently.  Lender’s pursuit of any remedy shall not exclude pursuit of any other remedy.
XI. Lender’s General Powers.  Without notice and without Borrower’s consent, Lender may take any or all of the
following actions:
A. Incur expenses to collect amounts due under the Note, enforce the terms of the Note or any other Loan Documents.
Among other things, the expenses may include payments for reasonable attorney’s fees and costs.  If Lender incurs
such expenses, it may demand immediate repayment from Borrower or add the expense to the principal balance of the
Loan;
B. Release anyone obligated to pay the Note; and
C. Take any action necessary to collect amounts owning on the Note.
XII. When Federal Law Applies.  When the SBA is the holder of the Note, this Agreement will be interpreted and enforced
under federal law, including SBA regulations. Lender or the SBA may use state or local procedures for filing papers, recording
documents, giving notice, foreclosing liens, and other purposes. By using such procedures, the SBA does not waive any federal
immunity from state or local control, penalty, tax, or liability.  As to this Agreement, Borrower may not claim or assert against
the SBA any local or state law to deny any obligation, defeat any claim of the SBA, or preempt federal law.
XIII. Dispute Resolution.
DISPUTE RESOLUTION PROVISION. This Dispute Resolution Provision contains a jury waiver, a class action waiver, and an
arbitration clause (or judicial reference agreement, as applicable), set out in four Sections.  READ IT CAREFULLY.
Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the Dispute Resolution Provision
contained herein is not enforceable at any time that the SBA is the holder of the Note which evidences the Loan.
SECTION 1.  GENERAL PROVISIONS GOVERNING ALL DISPUTES.
1.1 PRIOR DISPUTE RESOLUTION AGREEMENTS SUPERSEDED.  This Dispute Resolution Provision shall supersede and
replace any prior “Jury Waiver,” “Judicial Reference,” “Class Action Waiver,” “Arbitration,” “Dispute Resolution,” or similar
alternative dispute agreement or provision between or among the parties.
1.2 “DISPUTE” DEFINED.  As used herein, the word “Dispute” includes, without limitation, any claim by either party against
the other party related to this Agreement, any other Loan Document, and the Loan evidenced hereby.  In addition, “Dispute” also
includes any claim by either party against the other party regarding any other agreement or business relationship between any
of them, whether or not related to the Loan or other subject matter of this Agreement.  “Dispute” includes, but is not limited
to, matters arising from or relating to a deposit account, an application for or denial of credit, warranties and representations
made by a party, the adequacy of a party’s disclosures, enforcement of any and all of the obligations a party hereto may have to
another party, compliance with applicable laws and/or regulations, performance or services provided under any agreement by a
party, including without limitation disputes based on or arising from any alleged tort or matters involving the employees, officers,
agents, affiliates, or assigns of a party hereto. If a third party is a party to a Dispute (such as a credit reporting agency, merchant
accepting a credit card, junior lienholder or title company), each party hereto agrees to consent to including that third party in
any arbitration or judicial reference proceeding for resolving the Dispute with that party.
1.3 JURY TRIAL WAIVER.  Each party waives their respective rights to a trial before a jury in connection with any Dispute,
and all Disputes shall be resolved by a judge sitting without a jury.  If a court determines that this jury trial waiver is not
enforceable for any reason, then at any time prior to trial of the Dispute, but not later than 30 days after entry of the order
determining this provision is unenforceable, any party shall be entitled to move the court for an order, as applicable: (A)
compelling arbitration and staying or dismissing such litigation pending arbitration (“Arbitration Order”) under Section 2 hereof,
or (B) staying such litigation and compelling judicial reference under Section 3 hereof.
1.4  CLASS ACTION WAIVER.   If permitted by applicable law, each party waives the right to litigate in court or an arbitration
proceeding any Dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney
general.
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	1.5 SURVIVAL.  This Dispute Resolution Provision shall survive any termination, amendment or expiration of this Agreement,
or any other relationship between the parties.
SECTION 2.  ARBITRATION IF JURY WAIVER UNENFORCEABLE (EXCEPT CALIFORNIA).  If (but only if) a state or federal court
located outside the state of California determines for any reason that the jury trial waiver in this Dispute Resolution Provision is
not enforceable with respect to a Dispute, then any party hereto may require that said Dispute be resolved by binding arbitration
pursuant to this Section 2 before a single arbitrator.  An arbitrator shall have no authority to determine matters (i) regarding the
validity, enforceability, meaning, or scope of this Dispute Resolution Provision, or (ii) class action claims brought by either party
as a class representative on behalf of others and claims by a class representative on either party’s behalf as a class member, which
matters may be determined only by a court without a jury.  By agreeing to arbitrate a Dispute, each party gives up any right that
party may have to a jury trial, as well as other rights that party would have in court that are not available or are more limited
in arbitration, such as the rights to discovery and to appeal.
Arbitration shall be commenced by filing a petition with, and in accordance with the applicable arbitration rules of, National
Arbitration Forum (“NAF”) or Judicial Arbitration and Mediation Service, Inc. (“JAMS”) (“Administrator”) as selected by the
initiating party.  However, if the parties agree, arbitration may be commenced by appointment of a licensed attorney who is
selected by the parties and who agrees to conduct the arbitration without an Administrator.  If NAF and JAMS both decline to
administer arbitration of the Dispute, and if the parties are unable to mutually agree upon a licensed attorney to act as arbitrator
with an Administrator, then either party may file a lawsuit (in a court of appropriate venue outside the state of California) and
move for an Arbitration Order.  The arbitrator, howsoever appointed, shall have expertise in the subject matter of the Dispute.
Venue for the arbitration proceeding shall be at a location determined by mutual agreement of the parties or, if no agreement,
in the city and state where Lender or Lender is headquartered.  The arbitrator shall apply the law of the state specified in the
agreement giving rise to the Dispute.
After entry of an Arbitration Order, the non-moving party shall commence arbitration.  The moving party shall, at its discretion,
also be entitled to commence arbitration but is under no obligation to do so, and the moving party shall not in any way be
adversely prejudiced by electing not to commence arbitration.  The arbitrator: (i) will hear and rule on appropriate dispositive
motions for judgment on the pleadings, for failure to state a claim, or for full or partial summary judgment; (ii) will render a
decision and any award applying applicable law; (iii) will give effect to any limitations period in determining any Dispute or
defense; (iv) shall enforce the doctrines of compulsory counterclaim, res judicata, and collateral estoppel, if applicable; (v) with
regard to motions and the arbitration hearing, shall apply rules of evidence governing civil cases; and (vi) will apply the law of the
state specified in the agreement giving rise to the Dispute.  Filing of a petition for arbitration shall not prevent any party from (i)
seeking and obtaining from a court of competent jurisdiction (notwithstanding ongoing arbitration) provisional or ancillary
remedies including but not limited to injunctive relief, property preservation orders, foreclosure, eviction, attachment, replevin,
garnishment, and/or the appointment of a receiver, (ii) pursuing non-judicial foreclosure, or (iii) availing itself of any self-help
remedies such as setoff and repossession.  The exercise of such rights shall not constitute a waiver of the right to submit any
Dispute to arbitration.
Judgment upon an arbitration award may be entered in any court having jurisdiction except that, if the arbitration award exceeds
$4,000,000, any party shall be entitled to a de novo appeal of the award before a panel of three arbitrators.  To allow for such
appeal, if the award (including Administrator, arbitrator, and attorney’s fees and costs) exceeds $4,000,000, the arbitrator will
issue a written, reasoned decision supporting the award, including a statement of authority and its application to the Dispute.  A
request for de novo appeal must be filed with the arbitrator within 30 days following the date of the arbitration award; if such a
request is not made within that time period, the arbitration decision shall become final and binding.  On appeal, the arbitrators
shall review the award de novo, meaning that they shall reach their own findings of fact and conclusions of law rather than
deferring in any manner to the original arbitrator.  Appeal of an arbitration award shall be pursuant to the rules of the
Administrator or, if the Administrator has no such rules, then the JAMS arbitration appellate rules shall apply.
Arbitration under this provision concerns a transaction involving interstate commerce and shall be governed by the Federal
Arbitration Act, 9 U.S.C. § 1 et seq.  If the terms of this Section 2 vary from the Administrator’s rules, this Section 2 shall control.
SECTION 3.   JUDICIAL REFERENCE IF JURY WAIVER UNENFORCEABLE (CALIFORNIA ONLY).  If (but only if) a Dispute is filed
in a state or federal court located within the state of California, and said court determines for any reason that the jury trial waiver
in this Dispute Resolution Provision is not enforceable with respect to that Dispute, then any party hereto may require that Dispute
be resolved by judicial reference in accordance with California Code of Civil Procedure, Sections 638, et seq., including without
limitation whether the Dispute is subject to a judicial reference proceeding.  By agreeing to resolve Disputes by judicial reference,
each party is giving up any right that party may have to a jury trial.  The referee shall be a retired judge, agreed upon by the
parties, from either the American Arbitration Association (AAA) or Judicial Arbitration and Mediation Service, Inc. (JAMS).  If the
parties cannot agree on the referee, the party who initially selected the reference procedure shall request a panel of ten retired
judges from either AAA or JAMS, and the court shall select the referee from that panel.  (If AAA and JAMS are unavailable to
provide this service, the court may select a referee by such other procedures as are used by that court.)  The referee shall be
appointed to sit with all of the powers provided by law, including the power to hear and determine any or all of the issues in the
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	proceeding, whether of fact or of law, and to report a statement of decision.  The parties agree that time is of the essence in
conducting the judicial reference proceeding set forth herein.  The costs of the judicial reference proceeding, including the fee for
the court reporter, shall be borne equally by the parties as the costs are incurred, unless otherwise awarded by the referee.  The
referee shall hear all pre-trial and post-trial matters (including without limitation requests for equitable relief), prepare a
statement of decision with written findings of fact and conclusions of law, and apportion costs as appropriate.  The referee shall
be empowered to enter equitable relief as well as legal relief, provide all temporary or provisional remedies, enter equitable
orders that are binding on the parties and rule on any motion that would be authorized in a trial, including without limitation
motions for summary adjudication.  Only for this Section 3, “Dispute” includes matters regarding the validity, enforceability,
meaning, or scope of this Section, and (ii) class action claims brought by either party as a class representative on behalf of others
and claims by a class representative on either party’s behalf as a class member.  Judgment upon the award shall be entered in the
court in which such proceeding was commenced and all parties shall have full rights of appeal.  This provision will not be deemed
to limit or constrain Lender or Lender’s right of offset, to obtain provisional or ancillary remedies, to interplead funds in the event
of a dispute, to exercise any security interest or lien Lender or Lender may hold in property or to comply with legal process
involving accounts or other property held by Lender or Lender. Nothing herein shall preclude a party from moving (prior to the
court ordering judicial reference) to dismiss, stay or transfer the suit to a forum outside California on grounds that California is an
improper, inconvenient or less suitable venue.  If such motion is granted, this Section 3 shall not apply to any proceedings in the
new forum. This Section 3 may be invoked only with regard to Disputes filed in state or federal courts located in the State of
California.  In no event shall the provisions in this Section 3 diminish the force or effect of any venue selection or jurisdiction
provision in this Agreement or any other Loan Document.
SECTION 4. RELIANCE.  Each party (i) certifies that no one has represented to such party that the other party would not
seek to enforce a jury waiver, class action waiver, arbitration provision or judicial reference provision in the event of suit, and (ii)
acknowledges that it and the other party have been induced to enter into this Agreement by, among other things, material
reliance upon the mutual waivers, agreements, and certifications in the four Sections of this DISPUTE RESOLUTION PROVISION.
XIV. Consent to Jurisdiction and Governing Law.  Borrower hereby submits to the jurisdiction of the courts in the county and
state where Lender’s Division making the Loan is located in any action or lawsuit to enforce this Agreement or the other Loan
Documents.  The Loan will be governed by federal law applicable to Lender and, to the extent not preempted by federal law or
otherwise required by this Agreement, the laws of the state in which Lender’s Division making the Loan is located, which shall be
applied without regard to its conflicts of law provisions.
XV. Loan Forgiveness Under the Paycheck Protection Program.  Loan forgiveness of any portion of the Loan shall be the
sole responsibility of Borrower and shall be subject to all requirements of the CARES Act, the Economic Aid Act, and the PPP
Rules.  If the SBA determines a borrower is ineligible for the Paycheck Protection Program loan, Borrower will not be entitled to
loan forgiveness.  Borrower must apply for loan forgiveness on such forms as the SBA and Lender may require at the time
forgiveness is sought.  Other documents may be required by the SBA or Lender.  Borrower’s loan forgiveness may be reduced for
reasons set forth in the CARES Act, the Economic Aid Act, and the PPP Rules.  Borrower agrees that Lender is not responsible for
Borrower’s failure to seek properly or receive loan forgiveness, and Borrower hereby agrees to indemnify and hold Lender and its
directors, officers, employees and representatives harmless from any and all losses, costs, penalties, obligations and liabilities
incurred by Borrower as a result of Borrower’s failure to receive loan forgiveness in any amount.
XVI. Online Lender Payments. From time to time, Lender may (but shall not be required to) permit loan payments to be
requested or drawn through its online Lender website. Whether online payments are permitted, and Lender’s applicable terms
and restrictions if such advances are permitted, will be reflected in the features available online when a user logs into the online
Lender website. Lender may impose and change limitations on making online loan payments, such as minimum or maximum
payment amounts, the types of accounts from which loan payments may be made, and the types of payments that may be made
online (i.e. ordinary installment payments, principal-only payments, or other types of payments).
XVII. Automatic Payments. If Borrower checked the box on its PPP Loan Application requesting automatic payments or
Borrower has otherwise requested automatic payments,  and the Lender accepts Borrower's request, then in the event any
portion of the Loan is not forgiven after the Deferment Period (as defined in the Note) is over, then each month thereafter,
the Lender will automatically debit the payment from the Deposit Account. The automatic payments will be debited from the
Deposit Account and applied to the Loan on the payment due date set forth in the monthly statement.  Automatic payments will
be for the monthly principal and interest payment set forth in the Note after taking into account loan forgiveness granted by the
SBA, if any.  If Borrower wishes to pay more than this monthly payment amount, then Borrower will need to pay that
additional amount separately.  NOTE: If on the payment due date the Deposit Account does not contain sufficient funds to
cover an automatic payment for the required monthly payment amount, then the amount of the automatic payment made on
the due date will be the amount of the funds actually in the Deposit Account on that day (the automatic payment system will
not overdraft the Deposit Account in order to make the payment amount due on the Loan), which could result in late
payment fees and other charges and a Loan default. The automatic payment system will then check Borrower's designated
Deposit Account daily and continue to debit that account until the full monthly payment amount
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	has been reached; however, at any time, Lender may cease checking Borrower’s Deposit Account and cease the Automatic
payments and exercise any default remedy allowed by the law and Loan Documents.
XVIII. Returned Payment Fee. If any check or other instrument submitted as payment on Borrower's Loan is dishonored or
must be returned because it cannot be processed, there will be a returned payment charge of $20, in addition to any fee charged
by the Deposit Agreement.
XIX. Negative Credit Report.  Borrower is hereby notified that a negative credit report reflecting on Borrower's credit record
may be submitted to a credit reporting agency if Borrower fails to fulfill the terms of the Credit Agreement.
XX. Beneficial Ownership. Borrower agrees to promptly notify Lender (A) of any change in direct or indirect ownership
interests in the Borrower as reported in any beneficial ownership certification provided to Lender in connection with the Loan or
opening of the Deposit Account (the “Certification”), or (B) if the individual with significant managerial responsibility identified in
the Certification ceases to have that responsibility or if the information reported about that individual changes.  Borrower hereby
agrees to provide such information and documentation as Lender may request during the term of the Loan to confirm or update
the continued accuracy of the any information provided in connection with the foregoing.
XXI. Notices and Change of Address.  The Borrower agrees to notify the Lender promptly in writing or in person at any Lender
office if Borrower changes its business address, mailing address or email address.
Unless otherwise provided by law, any notice required to be given under the Loan Documents, allowed by the PPP Rules,
or required by law shall be given in writing, and shall be effective when actually delivered in accordance with the law or with
this Agreement, when actually received by email or telefacsimile (unless otherwise required by law), directed to, the email
address provided in the PPP Loan Application, or by text to the mobile number of the authorized signer provided in the
PPP Loan Application, or when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the
United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the
beginning of this Agreement.  Any party may change its address for notices under this Agreement by giving formal written
notice to the other parties, specifying that the purpose of the notice is to change the party's address.  For notice purposes,
Borrower agrees to keep Lender informed at all times of Borrower's current address and current email address.
Until  Borrower  notifies  the Lender of  updated  information,  the Lender can  send statements,  notices,  and  other
communications to the  name  and  address  in  the Lender’s  records,  and  they  will  be  deemed  effectively  delivered  for  all
purposes. If Borrower’s email or mailing address appears to no longer be valid (e.g., mail is returned undelivered), Borrower
agrees that the Lender can suspend emailing or mailing Borrower’s statements, notices, and other communications until a valid
address is received from the Borrower.
XXII. Waiver of Claims.   Borrower (i) represents that Borrower and Borrower's affiliates have no defenses to or setoffs against
any Indebtedness or other obligations owing to Lender or its affiliates (the "Obligations"), nor claims against Lender or its affiliates
for any matter whatsoever, related or unrelated to the Obligations, and (ii) release Lender and its affiliates from all claims, causes
of action, and costs, in law or equity, existing as of the date of this Agreement which Borrower has or may have by reason of any
matter of any conceivable kind or character whatsoever, related or unrelated to the Obligations, including the subject matter of
this Agreement. The foregoing release does not apply, however, to claims for future performance of express contractual
obligations that mature after the date hereof that are owing to Borrower by Lender or its affiliates.
XXIII. NOTICE OF FINAL AGREEMENT.  THIS DOCUMENT AND ALL OTHER DOCUMENTS RELATING TO THE LOAN CONSTITUTE
A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THE LOAN.
XXIV. Electronic Delivery of Documents.  In the event that Texas law applies, (a)  The provisions of this section shall be
applicable in the event that Borrower delivers any financial statements of Borrower, or any other person or entity (“Financial
Statements’) or any other documents or information regarding Borrower or any other person or entity to Lender pursuant to this
Agreement, collectively, the (“Financial Information”) in electronic form (by “email”);  (b) The financial Information delivered in
electronic form shall, for all purposes, be the same as if, and shall have the same validity, force and effect as if, such Financial
Information had been delivered in paper or other tangible form.  Each item of Financial Information delivered in electronic form
shall be deemed to have been originally signed by Borrower for all purposes (including all purposes and interpretations of federal
and state law), whether or not there is an electronic name or signature of Borrower thereon, and Borrower waives any right it
may have to claim that the electronic documents are not original documents or valid documents; (c) Borrower shall deliver
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	Financial Information to lender in, and only  in, a format that Lender may both retain in its own records (i.e., save as a file on its
own system) and print.  In the event that at any time, under the electronic format then currently used by Lender, Lender is unable
to save or print Financial Information delivered in electronic form, Borrower shall no longer be permitted to deliver Financial
Information in electronic form’; (d) This section constitutes an agreement between the parties to conduct transactions by
electronic means pursuant to the Texas Uniform Electronic Transactions Act, Chapter 43, Texas Business & Commerce Code (the
 “Act”), and the provisions of the Act shall be applicable to the delivery of Financial Information by Borrower to Lender in electronic
form.
XXV. Originally Executed Documents.  This Agreement may be signed and transmitted by electronic mail of a .PDF document
or other electronic format and thereafter maintained in imaged or electronic form, and that such imaged or electronic record
shall be valid and effective to bind the party so signing as a paper copy bearing such party’s hand-written signature. Borrower and
Lender further agree that the signatures appearing on this Agreement (whether in imaged or other electronic format) shall be
treated, for purpose of validity, enforceability and admissibility, the same as hand-written signatures.
XXVI. Interpretation; Effect; Changes to the Credit Agreement
1. Duration. The Credit Agreement shall remain in full force and effect until all amounts owing on its Loan are paid in full.
2. Headings. The headings used in the Credit Agreement are for convenience only and shall have no bearing on the
interpretation of the Credit Agreement.
3. Monetary Denomination.  All monetary figures on Borrower's Loan and in the Credit Agreement are and shall be
denominated in United States Dollars.
4. Changing the Credit Agreement. Borrower agrees that the Lender may change the terms of the Credit Agreement at any
time upon written notice to Borrower.   The Lender will notify Borrower of any such change as required by applicable law.
5. Severability. The provisions of the Credit Agreement are severable to the extent that any provision hereof held to be
prohibited or unenforceable in any jurisdiction shall not invalidate the remainder of the Credit Agreement in that
jurisdiction and shall be fully enforceable in any other jurisdiction not expressly prohibiting such provision.
6. Delay in Enforcement. The Lender may exercise its rights under the Credit Agreement immediately, or, at the Lender's
sole discretion, may decline to enforce or delay in enforcing any such rights without losing, waiving, or impairing them.
7. Assignment and Binding Effect. Borrower may not sell, assign, or transfer the Credit Agreement or the Loan or any portion
thereof without the express prior written consent of the Lender. The Lender may sell, assign, or transfer the Credit
Agreement or Loan or any portion thereof without notice to Borrower. Subject to the foregoing, the Credit Agreement
shall be binding upon the heirs, representatives, successors, and assigns of the parties hereto.
8. The Loan Documents shall be automatically amended to the extent necessary to reflect any mandatory changes to the
terms of the Loan pursuant to subsequent law or regulation.
BORROWER’S NAME AND SIGNATURE:
By signing below, Borrower acknowledges having read and understood the provisions of this Credit Agreement and agree to
its terms.
Business Entity
Borrower Name:
Authorized Officer: Signature by: Date:
Printed Name Title: Authorized Officer of
Borrower
8 Zions Bancorporation, N.A. Member FDIC Version 2.15
DocuSign Envelope ID: A2D5535F-6368-4532-BB4E-EB976A6FB6C6
Rolando Cortez
Phoenix Cars, LLC
1/21/2021
THIS IS A COPY
The Authoritative Copy of this record is held at NA3.docusign.net
COPY VIEW





	
	Certificate Of Completion
Envelope Id: A2D5535F63684532BB4EEB976A6FB6C6 Status: Completed
Subject: Paycheck Protection Program Application Review and Signature
Source Envelope:
Document Pages: 26 Signatures: 5 Envelope Originator:
Certificate Pages: 12 Initials: 23 Michael Hulme
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-07:00) Mountain Time (US & Canada)
One South Main Street, SLC, UT 84133
Salt Lake City, UT  84133
Michael.Hulme@calbt.com
IP Address: 13.110.6.8
Record Tracking
Status: Original
             1/21/2021 1:22:21 PM
Holder: Michael Hulme
             Michael.Hulme@calbt.com
Location: DocuSign
Status: Authoritative Copy (1 of 1 documents)
             1/21/2021 1:35:35 PM
Holder: Michael Hulme
             Michael.Hulme@calbt.com
Location: DocuSign
Signer Events Signature Timestamp
Rolando Cortez
rolandoc@phoenixmotorcars.com
Security Level: Email, Account Authentication
(None), Authentication
Signature Adoption: Pre-selected Style
Using IP Address: 65.60.76.74

Sent: 1/21/2021 1:22:57 PM
Viewed: 1/21/2021 1:24:25 PM
Signed: 1/21/2021 1:35:31 PM
Authentication Details
SMS Auth:
      Transaction: 25DC9A77960412049195E1A795CA418E
      Result: passed
      Vendor ID: TeleSign
      Type: SMSAuth
      Performed: 1/21/2021 1:24:03 PM
      Phone: +1 909-287-9660
Electronic Record and Signature Disclosure:
      Accepted: 1/21/2021 1:24:25 PM
      ID: f3e3c1e3-c0ae-4c6c-9f64-59177a4fff9b
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/21/2021 1:22:57 PM
Certified Delivered Security Checked 1/21/2021 1:24:25 PM
Signing Complete Security Checked 1/21/2021 1:35:31 PM





	
	Envelope Summary Events Status Timestamps
Completed Security Checked 1/21/2021 1:35:31 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure










 






 


E-Sign Consent for
Execution and Delivery of Electronic Documents


 


(Personal Financial Statement, Card Account,
Loan Account, Deposit Account, Online Banking)


 


This E-Sign Consent for Execution and Delivery
of Electronic Documents (“Consent”) applies to all electronic records for Personal Financial Statement (“PFS”)
and disclosures, agreements or applications for deposit, lending, card and online banking products and services (“Services”).
Specifically, if you would like to get or give a PFS and/or obtain one or more Services by electronic means, then we first need to obtain
your consent. More specifically, we need to obtain your consent in order: (i) for you to provide either or both your electronic agreement
or signature to one or more electronic agreements; and (ii) for us to deliver information to you in electronic rather than in paper
form.


 


If you would like to provide your consent,
then please read through this Consent and check the applicable check box indicating consent to this Consent. By consenting, you are agreeing
and acknowledging: (i) to the terms and conditions of this Consent; (ii) that electronic execution and/or delivery, electronic
communications, and electronic records shall have the same effect and authority as if hand signed by you and/or delivered in paper; and
(iii) that electronic signatures shall have the same effect and authority as those hand-signed by the named signer.


 


Also, by providing your consent to this
Consent, you confirm, represent and warrant to us that you have: (i) the system requirements described below; (ii) verified
your hardware and software meets our system requirements; and (iii) the ability to access, view and print or electronically save
(including taking screenshots) electronically executed and/or delivered Electronic Documents, which may include the format of HTML or
PDF.


 


If you do not want to provide your consent,
then do not check the applicable check box indicating consent to this Consent. However, if you would like to still get or give a PFS and/or
obtain one or more Services but through non-electronic means, then contact us in the applicable manner as set forth below under the heading,
 “Requesting Paper Copies.”


 


Please
Note: The consequences of not agreeing to this Consent and proceeding with paper delivery and execution of the applicable documents
will be that transactions may take a longer time to process. Also, if you are a commercial card customer, then you will be required to
execute an amendment to the Commercial Card Master Agreement.


 


Definitions.
For purposes of this Consent, the following terms shall have the meanings set forth below:


 


“Account” means a deposit account,
loan account or other account at the Bank which you have enrolled in one of more of the following: the eStatements service, the eNotices
service, and/or the eTax Documents service.


 






    


    


    

 


“Bank,” “we,” “our”
and other similar terms refers to Zions Bancorporation, N.A., including any Division.


 


“Division” refers to any one of
the following divisions with trade names that the Bank operates through: (i) Amegy Bank; (ii) California Bank & Trust;
(iii) The Commerce Bank of Oregon (“CBO”); (iv) The Commerce Bank of Washington (“CBW”); (v) National
Bank of Arizona; (vi) Nevada State Bank; (vii) Vectra Bank Colorado; and (viii) Zions Bank.


 


“DocuSign” refers to the Bank’s
third-party service provider, DocuSign Inc., who provides a platform for the Bank to deliver Electronic Documents to you and for you to
provide your electronic signature on Electronic Documents through the DocuSign® electronic signature system.


 


“eCommunication” can be any periodic
statement, notice, disclosure, agreement, fee schedule, transaction or event record, invoice, response to claim or other communication
(collectively “information”) regarding your enrolled Account that the Bank chooses to provide by eStatement or eNotice instead
of paper. “eCommunication” also includes eTax Documents that we make available for eligible Accounts. An eCommunication is
viewed by logging into online banking or mobile banking. eCommunications may contain information that the Bank is required by law to give
you, or information that the Bank chooses to give you.


 


“eNotice” means any eCommunication
that is not an eStatement or eTax Documents. (Please note that “eNotice” includes any statement of transactions or balances
in a loan account and is deemed an “e-Notice” rather than an “eStatement.”)


 


“eStatement” means an electronic
version of the paper periodic statement of debits, credits and balances that the Bank mails to you for a deposit account that is not enrolled
in the eStatements service. “eStatement” also includes notices, disclosures and other information that would be printed on
the paper periodic statement or enclosed with a mailed paper periodic statement.


 


“eTax Document” means any IRS
tax reporting form that the Bank makes available for electronic delivery for an eligible Account. The Bank may from time to time, in its
discretion, add or delete which IRS forms are included as eTax Documents in the Service.


 


“Electronic Documents” refers
to any information that we give in electronic form pursuant to this Consent, and as described below under the heading entitled, “Scope.”
For example, this Consent is an “Electronic Document.” Also, “Electronic Documents” include any communication
that you give us in connection with an Electronic Document. For example, if you file a claim, which we may require to be in written form
rather than in electronic form, that your deposit account statement reflects an unauthorized electronic funds transfer from your deposit
account, and you then send us an electronic email response in connection with that claim, the email you sent is an “Electronic Document.”


 


“Mobile Device” refers to
any portable computing device that meets the system requirements set forth in this Consent, such as a smartphone or tablet. For
purposes of mobile banking, “Mobile Device” means a cellular telephone, tablet or similar wireless communication device:
(i) that is installed with mobile banking software that is permitted by us; or (ii) that can conduct mobile banking
transactions by using other protocols we may choose to permit (e.g., Wireless Application Protocol (WAP) or text (SMS)
messaging).


 






    


    


    

 


“you,” “your” and
other similar terms refers to the person, in both his or her individual capacity and agency capacity, if applicable, giving consent to
this Consent, and also each additional account owner or authorized principal of the business, Authorized Agent, Authorized Representative,
Authorized User, user who has been granted Access Credentials, and user identified on any Bank product you enroll or apply for, use or
access that is subject to an agreement or disclosure described in this Consent.


 


Scope.
The scope of your consent for current and future delivery of Electronic Documents covers this Consent and the Electronic Documents
listed below for each Service you have requested. Specifically, if you consent, then you are giving consent for the Bank to provide, if
it decides to do so, and for you to electronically agree to and/or electronically receive the following Electronic Documents:


 


For consumer lending:


 


		1.	Personal Financial Statement;






		2.	Consumer Credit Application Addendum (only available at CBO and CBW);






		3.	Home Equity Credit Line Early Disclosure;






		4.	Disclosure of Right to Copy of an Appraisal or Right to Appraisal, as applicable;






		5.	Fair Lending Notice;






		6.	Notice Concerning Extensions of Credit;






		7.	California Fair Lending Notice;






		8.	When Your Home is on the Line Disclosure (also known as, “What you Should Know about Home Equity Lines of Credit”);






		9.	Home Ownership Counseling Disclosure (also known as, “List of homeownership counseling organizations”);






		10.	Check Reserve Overdraft Line Application or Check Reserve Overdraft Protection Application or Reddi-Reserve Overdraft Line Application
or Credit Reserve Application or Money Reserve-Overdraft Line Application or Overdraft Line of Credit Application;






		11.	Check Reserve Disclosure; and






		12.	Check Reserve Agreement.



 


For business lending:


 


		1.	Personal Financial Statement;






		2.	Paycheck Protection Program Borrower Application Form;






		3.	Paycheck Protection Program Loan Application and Agreement;






		4.	Paycheck Protection Program PPP Loan Forgiveness Application (or similar SBA form);






		5.	Promissory Note;






		6.	Credit Agreement;






		7.	Business Loan Agreement;






		8.	SBA Addendum to Business Loan Agreement;






		9.	Resolutions;






		10.	Disbursement Request and Authorization;






		11.	Business Access Loan Application & Agreement;






		12.	Joint Application Declaration, Business Access Loan Application & Agreement;






		13.	Personal Guarantee; and






		14.	Business Access Loan Sweep Maintenance Form.



 






    


    


    

 


For deposit account(s):


 


		1.	Banking Resolutions;






		2.	Business Client Services Agreement;






		3.	Zions Bancorporation, N.A. Deposit Account Agreement;






		4.	Product Rates;






		5.	Electronic Funding Authorization;






		6.	Debit Card Overdraft Service (also known as, “What You Need to Know About Overdrafts and Overdraft Fees”)






		7.	Account agreement (which provides a summary of the features for your account);






		8.	Personal Accounts Schedule of Fees, as applicable;






		9.	Business Accounts Schedule of Fees, as applicable;






		10.	Service Charge Information, as applicable; and






		11.	Deposit account disclosure, as applicable.



 


For consumer online and mobile banking:


 


		1.	The Digital Banking Service Agreement;






		2.	eDocuments Services Agreement (for one or more of the following: eStatements service; eNotices service; or eTax Documents service)
which is subject to your specific separate enrollment in one or more services for eCommunications through online banking;






		3.	Authorization to debit a checking or savings account held with the Bank or another financial institution in order to make a transfer
to a deposit account or make a payment on one or more loans held with the Bank;






		4.	Error resolution notices, billing rights notices, balance calculation notices, federal and state privacy notices, data breach notices
and disclosures or notices that may be required under the Truth in Savings Act, Electronic Funds Transfer Act, Truth in Lending Act, the
Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Gramm Leach Bliley Act, and the Real Estate Settlement Procedures Act,
including any amendments made to the foregoing laws, or other applicable federal or state law and regulations;






		5.	Bill Pay Service Agreement;






		6.	External Account Transfer Addendum or External Transfers Agreement or Personal Electronic External Transfers Agreement or DirectNETSM
Consumer Online Banking External Account Transfers Addendum;






		7.	External Transfer to a Friend Enrollment Form;






		8.	Zelle® and Other Payment Services Agreement (rev April 2019);






		9.	Wire Application for Personal Online Banking






		10.	Wire Agreement for Online Banking; and






		11.	Mobile Banking Privacy Policy.



 






    


    


    

 


For business online and mobile banking:


 


		1.	Online and Mobile Banking Resolutions;






		2.	The Digital Banking Service Agreement;






		3.	eDocuments Services Agreement (for one or more of the following: eStatements service; eNotices service; or eTax Documents service)
which is subject to your specific separate enrollment in one or more services for eCommunications through online banking;






		4.	Digital Banking Service Application;






		5.	Digital Banking Service Update;






		6.	Multiple Party Addendum to Business Digital Banking Services;






		7.	Bill Pay Agreement;






		8.	Wire Application for Business Online Banking;






		9.	Wire Agreement for Online Banking;






		10.	Direct Connect Service Agreement (including, but not limited to ACH);






		11.	Request for Commercial Loan Advance Function or Online Commercial Loan Advance Request Form or Request to Enable Online Commercial
Loan Advance Function, any of which may contain a reaffirmation and acknowledgement of guaranty; and






		12.	Authorization for Disbursement Service (ACH).



 


For treasury management products and services:


 


		1.	Treasury Management Master Services Agreement (“MSA”);






		2.	Acceptance of Treasury Management Agreements (“TMA”);






		3.	Certification of Resolution and Authorization for Treasury Management Services (“TMR”);






		4.	Authorization for Disbursement Services; and






		5.	Treasury Management Specifications (“Specifications”).



 


For card products:


 


		1.	VISA Business Check Card Application and Agreement;






		2.	Agreements for using your debit or credit card in connection with virtual wallet, such as, but not limited to, Google Pay, Samsung
Pay and Apple Pay;






		3.	Consumer Credit Card Agreement & Disclosure Statement;






		4.	Disclosure Statement;






		5.	Commercial Card Master Agreement (“CMA”);






		6.	Commercial Card Guaranty Agreement;






		7.	Commercial Card Pledge of Deposit Account to Secure;






		8.	Commercial Card Program Schedule of Fees;






		9.	Sample Joinder Agreement; and






		10.	Visa Commercial Cardholder Agreement.



 






    


    


    

 


For telephone calls:


 


		1.	Authorizations to obtain prior express written or electronic consent for receiving autodialed and prerecorded message calls and text
messages from the Bank or its third-party debt collector at the wireless telephone number provided by you to the Bank.



 


For all accounts:


 


		1.	Request for Taxpayer Identification and Certification;






		2.	Our substitute form for Request for Taxpayer Identification and Certification; and






		3.	Privacy Notice.



 


For any one of the Services or Accounts:


 


		1.	Error resolution notices, billing rights notices, balance calculation notices, federal and state privacy notices, data breach notices
and disclosures or notices that may be required under the Truth in Savings Act, Electronic Funds Transfer Act, Truth in Lending Act, the
Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Gramm Leach Bliley Act, and the Real Estate Settlement Procedures Act,
including any amendments made to the foregoing laws, or other applicable federal or state law and regulations;






		2.	Any application (including joint or otherwise), notice or disclosure regarding: (i) preauthorized debits to your accounts that
vary in amounts; (ii) pending or processed payment instructions; (iii) payments, deposits or adjustments made to your account
or transactions involving your account; (iv) a debit, credit and/or a commercial card; (v) a loan account; (vi) a deposit
account; and/or (vii) a product or service fee (such as a transaction fee, late fee, finance charge, an overdraft fee, a fee for
a draft, check or electronic debit (returned for any reason, such as insufficient funds fee, a returned item fee or a fee as a result
of a stop payment order));






		3.	Any change, amendment or update in terms, including, but not limited to, adding new terms not previously contemplated, deleting existing
terms and modifying current terms, to the foregoing described documents in this Consent or applicable to a loan or deposit accounts or
products or services you obtain from us; and






		4.	Any other document or other information we are required by law to provide “in writing” as it relates to: (i) a product
or service subject to an Electronic Document; or (ii) your access or use of a product or service through electronic or non-electronic
means.



 


Please
Note: Your consent only pertains to the Electronic Documents that are described in this Consent. Therefore, your consent
to this Consent is not applicable to any other consent you may have provided to the Bank in connection with other products or services.
Also, additional consents may be required and presented for acceptance in connection with other Bank products and services.


 


Method
of Providing Electronic Documents. All Electronic Documents, except for eStatements, eNotices, eTax Documents, that we
provide to you will be delivered by: (i) email to any email address you have provided us in connection with a loan, deposit
account or one or more Services, including attaching documents to the email or providing links to or instructions within the email
for navigating to documents on the DocuSign system; (ii) by SMS text message to any Mobile Device telephone number you have
provided in connection with a loan, deposit account or one or more Services; (iii) posting the information on our website (for
example, on our initial web page where you log into the system that offers one or more Services or as an in product message
(that displays within the system or Service after you have logged in)) that you access or use in connection with a loan, deposit
account, commercial card or one or more Services; (iv) any other electronic means that you have authorized now or later;
(v) any other electronic means that are or may be in the future made available to you that is commercially reasonable and
within the systems requirements described below; or (vi) requesting that you download a PDF file containing an Electronic
Document.


 






    


    


    

 


All Electronic Documents, under the eDocuments
Services Agreement, which includes eStatements, eNotices and eTax Documents, that we provide to you will be delivered by: (i) by
posting it to your Division’s website, an online banking message center, or in our mobile banking software; (ii) by message
printed on the periodic statement for your eligible Accounts if you have agreed to receive that statement electronically; or (iii) by
one of the methods described above for all other Electronic Documents.


 


How
to Withdraw Your Consent and the Effect of Doing So. Except for those documents provided under the eDocuments Services Agreement,
Notices, as defined in the CMA and provided in connection with commercial cards, and Specifications, this Consent applies only to the
current documents provided immediately following your consent to this Consent and/or within the current DocuSign envelope. Therefore,
once you provide consent to this Consent you cannot revoke it for the current documents. However, for those documents provided under the
eDocuments Services Agreement or for Electronic Documents that do not immediately follow this Consent, including, but not limited to,
Notices for commercial card and Specifications, you may withdraw your consent to this Consent at any time by calling us as provided below
under the heading entitled, “How to Contact Us.”


 


Your withdrawal of consent will need to state
clearly your full e-mail address, entire name, mailing address, telephone number and a statement indicating which future Electronic Documents
and/or which one of the services you are withdrawing your Consent. For example, if you are withdrawing your Consent in connection with
the eDocuments Services Agreement, then please tell us which eCommunication you would like in paper instead (however, we still reserve
the right of also making electronic documents available to you).


 


The consequences of withdrawing your consent
for future eCommunications, Notices (in connection with commercial card) or Specifications are: (i) it may take a longer time for
the paper communication to be delivered and/or received by you; (ii) it may take a longer time for the particular product or service
to be set up for use or access by you; (iii) you will be required to execute an amendment to the Commercial Card Master Agreement,
if you are a commercial card customer; and (iv) some account types charge a monthly service fee for paper statements. (See the applicable
deposit account disclosure for your account.)


 


Please
Note: Any cancellation or withdrawal of this Consent: (i) is not applicable to any other consent that you may have provided
the Bank in connection with other products and services; and (ii) is not retroactive and all past electronic agreements and delivered
Electronic Documents in connection with this Consent are still valid.


 






    


    


    

 


How
to Update Your Records. It is your responsibility to provide us with an accurate, up to date and complete email address. Specifically,
you must immediately contact us to update changes to your email address, mobile device telephone number and postal address related to
this Consent. You can do so by contacting your local branch in person or calling us at the applicable telephone number provided below
under the heading entitled, “How to Contact Us.”


 


Hardware
and Software Requirements. The following are the hardware and software requirements that apply if you are providing your consent to this
Consent through the DocuSign platform: In order for you to provide consent to this Consent and execute and/or receive Electronic
Documents, you must have certain computer capabilities and/or Mobile Device capabilities, which we may change from time to time without
prior notice to you unless prohibited by applicable law. Generally, in order to consent to this Consent, you must have: (i) a computer/and/or
a Mobile Device; (ii) an internet connection; (iii) a current operating system; (iv) an up to date browser with adequate
security; (v) sufficient memory to download and retain Electronic Documents; (vi) a printer, if you want to be able to print
your Electronic Documents; (vii) a valid and active email address; (viii) the ability to connect to websites via hyperlinks
provided in an email; (ix) the ability to engage in SMS text messaging on your Mobile Device; and (x) up to date software for
reading and saving PDF and HTML documents. The minimum system requirements for using the DocuSign system may change over time. The current
system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements.


 


In addition to the foregoing, to use the DocuSign
system, you or your agents may be required to register with DocuSign as a user.


 


The
following are the hardware and software requirements that apply if you are providing your consent to this Consent outside of the
DocuSign platform: (i) you must have a computer and/or a Mobile device; (ii) a current operating system; (iii) a
printer (if you want to be able to print your Electronic Documents); (iv) sufficient memory to download and retain Electronic Documents;
(v) your computer and/or Mobile Device must use commonly accepted and recently updated software for reading and saving PDF and HTML
documents; (vi) you must have an internet service provider and/or mobile communications data service provider; (vii) your computer
or Mobile Device must use a commonly accepted and recently updated version of an HTML compliant web browser that supports the latest protocols
for encryption; (viii) you must maintain, provide and update us with your active and valid email address(es) for use in sending,
receiving and retaining disclosures and other communications; and (ix) you must be able to connect to websites via hyperlinks in
email.


 


Also, you may be required to be enrolled
in and actively be using online banking, mobile banking or treasury management services, as applicable (e.g. certain Services, such
as eStatements, eNotices and eTax Documents services, require enrollment and activation in online banking, mobile banking or
treasury management services). Further, for mobile banking you must also have: (i) the most recent version of our mobile
banking software installed on your Mobile Device; (ii) your Mobile Device and mobile phone number registered with online
banking or treasury management banking; and (iii) your Mobile Device enabled for SMS text messaging. Finally, you must
regularly install updates as they become available to your computer’s and/or Mobile Device’s operating system, web
browser and PDF reader (and, if applicable, your mobile banking software).


 






    


    


    

 


If you are not able to access, view and
print or save the Electronic Documents, then please do not proceed with providing your Consent.


 


Requesting
Paper Copies. For Electronic Documents subject to this Consent, you may request a paper copy by visiting or calling your local
branch or calling the applicable phone number listed below under the heading entitled, “How to Contact Us.”


 


Generally, we do not send a paper copy of
any Electronic Document unless you specifically request that we do so. There are no fees for sending you one or more paper copies of an
Electronic Document through the United States Postal Service. However, if your request falls under statement/research services, then applicable
fees apply.


 


How to Contact Us.


 


You can contact us by calling the telephone
number for where your accounts are held.


 


Please note: commercial loan applicants or
customers may choose to contact his or her Commercial Loan Banker directly.


 


	For Customers of:	Call:
	Amegy Bank	(888) 500-2960
	California Bank & Trust	(888) 217-1265
	National Bank of Arizona	(800) 497-8168
	Nevada State Bank	(888) 835-0551
	Vectra Bank Colorado	(800) 884-6725
	Zions Bank	(800) 974-8800
	Commerce Bank of Oregon	(866) 548-1020
	Commerce Bank of Washington	(800) 998-4035


 


However, if you are a treasury management
customer and need to contact us in connection with treasury management document(s), then you can contact us by calling or emailing us
as set forth below.


 


	For Customers of:	Call:	E-mail:
	Amegy Bank	(888) 539-7928	treasurymanagement@amegybank.com
	California Bank & Trust	(888) 316-6500	corporateservices@calbt.com
	National Bank of Arizona	(888) 241-5550	treasurymgmt@nbarizona.com
	Nevada State Bank	(800) 693-7695	nsbtreasurymgmt@nsbank.com
	Vectra Bank Colorado	(800) 341-8156	tmsupport@vectrabank.com
	Zions Bank	(800) 726-7503	zbtmsupport@zionsbank.com



 






    


    


    

 


Communications
in Writing. All information provided by us in electronic form will be considered a “writing.” You should print
or download for your records a copy of this Consent and any other Electronic Document that is important to you.


 


Federal
Law. You acknowledge and agree that your consent to Electronic Documents is being provided in connection with a transaction
affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act (“Act”),
and that you and we both intend that the Act to apply to the fullest extent possible to validate our ability to conduct business with
you by electronic means.


 


Termination
and Changes. We reserve the right, in our sole discretion, to discontinue the provision of Electronic Documents, or to terminate
or change the terms and conditions on which we provide Electronic Documents. We will provide you with notice of any such termination or
change as required by law.