TimePayment Corp. v. SSROBINSON, LLC d/b/a SSR Freight

IN THE DISTRICT COURT OF TULSA COUNTY STATE OF OKLAHOMA TIMEPAYMENT CORP., Plaintiff, vs. SSROBINSON, LLC d/b/a SSR FREIGHT, SCOTT ROBINSON, and SHAWNDRANDA ROBINSON, personal guarantors, Defendants. FILED DISTRICT COURT TULSA COUNTY, OKLAHOMA No. March 10, 2026 12:46 PM DON NEWBERRY, COURT CLERK Case Number CJ-2026-1098 PETITION COMES NOW the plaintiff and for its cause of action against the defendants, SSRobinson, LLC d/b/a SSR Freight, Scott Robinson and Shawndra Robinson, alleges and states: 1. On or about July 21, 2024, Defendant SSRobinson, LLC d/b/a SSR Freight, entered into an Equipment Finance Agreement (the “Agreement”) with TopMark Funding, LLC. 2. A true and correct copy of the Agreement showing all of the terms and endorsements thereon is attached as Exhibit 1. 3. The Agreement was assigned by TopMark Funding, LLC to the Plaintiff as shown on the Assignment attached hereto as Exhibit 2. 4. On or about July 21, 2024, Defendant Scott Robinson, for good and valuable consideration executed and delivered a Personal Guaranty to the plaintiff, guaranteeing payment of all indebtedness owing to Plaintiff under the terms of the Agreement. A copy of the Personal Guaranty is located on Page 2 of the Agreement, Exhibit 1. 5. On or about July 21, 2024, Defendant Shawndra Robinson, for good and valuable consideration executed and delivered a Personal Guaranty to the plaintiff, guaranteeing payment of all indebtedness owing to Plaintiff under the terms of the Agreement. A copy of the Personal Guaranty is located on Page 2 of the Agreement, Exhibit 1. 6. Defendants failed to make the monthly payments in accordance with the terms of the Agreement and there is due and owing to the Plaintiff the sum of $58,031.92 as shown on the Statement of Account attached as Exhibit 3, with interest thereon at the rate of 18% per annum from March 1, 2026 until paid. WHEREFORE, Plaintiff prays judgment against the Defendants, SSRobinson, LLC, d/b/a SSR Freight, Scott Robinson and Shawndra Robinson, jointly and severally, for the sum of $58,031.92 together with interest thereon at the rate of 18% per annum from March 1, 2026 until paid, for plaintiff's costs of this action including a reasonable attorney fee, and for all other relief the Court deems just and proper. REYNOLDS, RIDINGS, VOGT & ROBERTSON, P.L.L.C. By: [signature] Lisa Robertson, OBA #16155 Attorneys for Plaintiff 101 Park Avenue, Suite 1010 Oklahoma City, OK 73102 (405) 232-8131 Phone (405) 232-7911 Facsimile [email protected] EQUIPMENT FINANCE AGREEMENT CUSTOMER INFORMATION: Customer Legal Name: SSROBINSON LLC dba SSR FREIGHT Contact Name: Scott Robinson Organizational ID # 99-1895157 Billing Address: 401 W Quantico St, Broken Arrow, Oklahoma 74011 Business Phone Number: Cell Phone Number: 805-342-6389 Email Address: [email protected] Date: 7/21/2024 VENDOR INFORMATION: Vendor Name: GATR OF ELK RIVER INC Vendor Address: 10743 168TH CIR NW Elk River, Minnesota 55330-3200 Vendor Sales Rep Name: _________ Vendor Code: _________ Vendor Phone Number: _________ EQUIPMENT DESCRIPTION: <table> <tr> <th>Year</th> <th>Make & Model:</th> <th>Equipment Location</th> <th>VIN / Serial#</th> </tr> <tr> <td>2021</td> <td>Volvo Vn Val</td> <td>401 W Quantico St, Broken Arrow, Oklahoma 74011</td> <td>4V4NCJFBMN269421</td> </tr> </table> SUMMARY OF PAYMENT TERMS: INITIAL FINANCED AMOUNT: $36,592.50 DIRECT FINANCE COST (FINANCED): $0.00 TOTAL FINANCED AMOUNT: $36,592.50 TERM OF CONTRACT: 48 PAYMENT FREQUENCY: Monthly TOTAL NUMBER OF EFA PAYMENTS: 48 EFA PAYMENTS MADE UPFRONT: 1 (if 2, first and last payments. If 1, first payment) REMAINING EFA PAYMENTS: 47 AMOUNT OF EACH EFA PAYMENT: $1,808.83 DOLLAR AMOUNT OF PAYMENTS MADE UPFRONT: $1,808.83 DOCUMENTATION FEE: $1,600.00 1. ACCEPTANCE OF EQUIPMENT AND COMMENCEMENT OF EQUIPMENT FINANCE AGREEMENT ("EFA"): Customer states and agrees that (1) all Equipment has been delivered and Customer acknowledges that it has received the serial number(s) and/or VIN(s) of the Equipment insofar as it exists or that, if not yet received, that Lender will provide it with any serial number(s) and/or VIN(s) of the Equipment within thirty (30) days of the date of execution of this EFA, (2) all Equipment is in good working order and condition; (3) all Equipment conforms to all requirements, (4) all Equipment has been unconditionally accepted; (5) the delivery and installation of the Equipment are solely Customer's responsibility, (6) Customer assumes all risk that the Equipment will not perform as desired, will not be delivered and all other perils, and (7) Customer authorizes commencement of this EFA, including the Obligations, as defined hereinafter, under this EFA to Lender as of the Commencement Date and (8) Customer has fully read and understands all provisions contained in this EFA and has had the opportunity to consult with counsel of its choice. The Obligations shall include the Total Payments referenced above which shall be due and payable as provided in Section 5 hereof. This EFA is NON-CANCELABLE AND IRREVOCABLE for any reason and prepayment is not permitted without Lender's prior written consent in Lender's sole discretion. Customer has selected and requested that Lender finance, under this EFA Customer's purchase of the Equipment from one or more vendor(s). If the Equipment is not properly installed, does not operate as represented or warranted by said vendor(s) or is unsatisfactory for any reason, Customer shall make any claim on account thereof solely against said vendor(s), which are not parties to this EFA, and shall nevertheless pay Lender all amounts payable under this EFA. Customer hereby authorizes Lender to make such payments to vendor(s) as well as payment to Lender of any documentation or administration fee, sales tax or other amount being financed by Customer under this EFA. Customer also authorizes Lender to fill in the Commencement Date above determined in accordance with Section 5 hereof. Customer waives presentation of demand, dishonor, protest, diligence, notice of acceptance of this EFA or of action taken in reliance thereon and all other demands and notices of any description, except as otherwise expressly provided for in this EFA. With respect to both the Obligations secured hereby and the Collateral, Customer assents to any substitution exchange or release of any other property or collateral security for the Obligations, to the addition or release of any entity or person primarily or secondarily liable hereunder and to the acceptance of partial payment thereon and the settlement compromise or adjustment of any of the foregoing and to any other indulgence, all in such manner and at such time or times as Lender may deem advisable and all without affecting the rights of Customer to Lender hereunder or with respect to the Obligations. 2. EFA AGREEMENT: The term "EFA" as used herein refers to and includes terms and conditions of this EFA, Guaranty and any riders or attachments. Customer unconditionally promises to fully and promptly pay to the order of Lender when due, whatever money of the United States of America in immediately available funds, each and every debt and liability and perform each and every obligation required under this EFA or any other contracts between Lender and Customer, including any amounts prepaid to any Vendors (the "Obligations"). Customer: SSROBINSON LLC dba SSR FRIGHT ("Customer") SIGNATURE: _______________________ TITLE: Member DATE: 7/21/2024 Lender: TopMark Funding, LLC and its successors and assigns ("Lender") BY: _______________________ TITLE: Operations Assistant DATE: 7/22/2024 GUARANTY: The undersigned (the “Guarantor”), either as an individual or on behalf of the entity providing the Guaranty, unconditionally guarantees that Customer will fully and promptly pay all Obligations due under this EFA when due, including any amounts prepaid to Vendors under this EFA. If Customer does not perform such payment Obligations, Guarantor will promptly perform those Obligations. Additionally, Guarantor agrees (1) not to make any claims of novation, cancellation or termination of this Guaranty in the event Lender makes separate agreements with the Customer regarding the Obligations or if Lender releases or compromises any other of the Obligations under this EFA without Guarantor’s notice or consent; (2) that Lender need not notify the Guarantor if the Customer fails to meet any of its Obligations; (3) that Guarantor will promptly, upon knowledge of such failure of Customer under this EFA, immediately pay Lender all sums due under the EFA and will perform all other obligations of Customer; (4) that Guarantor will reimburse Lender for all of the expenses incurred in enforcing any of Lender’s rights against the Customer or Guarantor including attorney’s fees and costs; (5) that this is a continuing guarantee of all current and future Obligations due under the EFA; (6) it has fully read, understands and agrees to all terms of this EFA; (7) if this Guaranty is that of an entity, Guarantor represents and warrants that this Guaranty has been duly authorized by the guarantying entity and that the undersigned person has been authorized to execute this Guaranty on behalf of such guarantying entity; (8) no payment under this Guaranty will enslave Guarantor by subrogation or otherwise, to any payment from the Customer or out of the property or other assets of the Customer; (9) Lender does not have to sue the Customer or recover on the Equipment before commencing proceedings against Guarantor and this Guaranty is a separate distinct contractual obligation of the Guarantor; (10) that Lender’s loss of any right to the Equipment will not affect Guarantor’s obligation to pay Lender; (11) Guarantor subordinates any rights of subrogation against Customer to all Obligations of Customer to Lender hereunder; (12) this is an irrevocable, continuing guaranty and binds its heirs, administrators and representatives, successors and assigns, and (13) Guarantor(s) has/have fully read and understands all provisions contained in this EFA and related Guaranty and has had the opportunity to consult with counsel of its choice. The undersigned has executed this Guaranty effective as of the date indicated below. If more than one Guarantor, each shall have joint and several liability under this Guaranty and references to Guarantor shall be deemed a reference to each. Guarantor certifies that all financial information provided to Lessor is accurate and complete. Guarantor hereby authorizes Lender and its respective agents and assigns to obtain (and provide to others) business, as well as personal information regarding Guarantor’s credit history, via banks, trade references, credit reporting companies and any other extenders of credit for the purpose of reviewing creditworthiness, taking collection action and for any other purpose it may be required from time to time. Guarantor specifically understands and agrees that Guarantor will also be subject to all clauses contained in this Agreement including but not limited to Section 15: Credit Inquiries and Credit Reporting and Section 16: Communications via Text and Email. Guarantor, by signing below, further waives any right or claim that Guarantor would otherwise have under the Fair Credit Reporting Act in the absence of this continuing consent. GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS EFA AND GUARANTY AND AGREES TO THE CHOICE OF LAW AND VENUE PROVISIONS OF THIS EFA. PERSONAL GUARANTOR NAME: Scott Robinson [Signature (Individually; No Titles)] Social Security Number Home Address 401 W Quantico Ok. 74011 City State Zip Home Phone PERSONAL GUARANTOR NAME: Shawndra Elizabeth Robinson [Signature (Individually; No Titles)] Social Security Number Home Address 401 W Quantico St Broken Arrow Oklahoma 74011 City State Zip Home Phone PERSONAL GUARANTOR NAME: [Signature (Individually; No Titles)] Social Security Number Home Address City State Zip Home Phone PERSONAL GUARANTOR NAME: [Signature (Individually; No Titles)] Social Security Number Home Address City State Zip Home Phone 3. PREFUNDING AGREEMENT: Customer agrees that, if any vendor, manufacturer or supplier (collectively a “Vendor”) require, payment in part or in full, for the Equipment, Lender is authorized to disburse such payment(s) and Customer shall immediately commence making payments under this EFA, in the case of a partial payment to the vendor in an interim (occurring until the Commencement Date and which you hereby agree to pay on the Commencement Date) pro rata amount of the monthly payment hereunder based upon the amount paid to the vendor and, in the case of full or final payment to the vendor, in the full amount of the monthly payment hereunder and the date that Lender has paid the aggregate full amount to any such Vendor shall be the Commencement Date for this EFA, as defined herein. IN THE EVENT THAT LENDER MAKES ANY SUCH PAYMENT TO ANY VENDOR, CUSTOMER AGREES THAT ITS OBLIGATIONS UNDER THIS EFA ARE NON-CANCELLABLE FOR ANY REASON, including delay for failure to supply the Equipment, any defects in the Equipment, unsuitability of the Equipment for Customer’s purposes, the bankruptcy, merger, dissolution, liquidation of the Vendor, any misrepresentation of the Vendor or any other claim against Vendor. Lender shall not be required to make any Payment(s) to Vendor until all conditions required by Lender in its sole and absolute discretion have been satisfied. 4. NO WARRANTIES AND LIMITATION OF LIABILITY: Lender is financing the Equipment for Customer, for business purposes only, on an “AS IS, WHERE IS” BASIS AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. THIS EFA IS ONLY BETWEEN CUSTOMER AND TIMEPAYMENT CORP. HOWEVER, IF THE EQUIPMENT IS NOT SATISFACTORY FOR ANY REASON, CUSTOMER WILL MAKE ANY CLAIM ONLY AGAINST THE VENDOR, NOT LENDER, AND CUSTOMER WILL CONTINUE TO PAY TO LENDER ALL OBLIGATIONS REQUIRED UNDER THIS EFA. THE VENDOR IS NOT A PARTY TO THIS EFA. 5. TERM; MONTHLY PAYMENTS: The EFA term will start on the earlier of the date that any Equipment is delivered and accepted by Customer or is agent or any date that any Vendor is first paid pursuant to this EFA (the “Commencement Date”) and will continue until all Obligations have been satisfied. The Monthly Payments, as determined by Lender by indicating above in the Summary of Payment Terms shall be due and payable either in advance of or in arrears, as applicable. If the Summary of Payment Terms indicate that Monthly Payments are due in advance, Monthly Payments shall be due and payable on the same day of each month beginning on the Commencement Date and continuing on the same day of each payment period thereafter until all Obligations are fully paid (for the avoidance of doubt, if the Commencement Date is the last day of a month the payments shall be due on the last day of each subsequent month regardless of the number of days in said month). If the Summary of Payment Terms indicates that Monthly Payments are due in arrears, Monthly Payments shall be due and payable in arrears on the same day of each month beginning with the month following the month in which the Commencement Date occurs and continuing on the same day of each payment period thereafter until all Obligations are fully paid (for the avoidance of doubt, if the Commencement Date is the last day of a month, the payments shall be due on the last day of each subsequent month regardless of the number of days in said month). Regardless of whether advance or arrears payment schedule was selected, the Monthly Payments shall be applied first to interest, then to costs and fees and then to principal. All payments shall be made to Lender at the address listed on this EFA, or at such address that is designated in writing. Customer authorizes the insertion into the EFA of any serial numbers and other identification data about the Equipment, as well as other limited factual matters, as Lender deems necessary. Customer authorizes Lender to adjust the Monthly Payment amount if the final cost of the equipment, including taxes, is different from that which such Monthly Payment is based upon by up to fifteen percent (15%) or to decrease the amount of the Monthly Payment to reflect the changes in the amount paid to any Vendor for the Equipment. Any returned check or dishonored payment shall be subject to a $50 fee payable by Customer but not more than permitted by law, to cover bank and administrative expenses incurred by Lender. Customer further agrees to pay to Lender the Documentation and Administration fee set forth above at the time DocuSign Envelope ID 1E16BBE-A209-4C1E-AEEE-3C5655121223 The Loan is funded to cover the expenses of originating this EFA. Except as otherwise provided herein, this EFA may not be voluntarily prepaid without Lender's prior written consent. Customer hereby authorizes the Lender to initiate electronic debit entries via automated clearing house into its financial institution, and Customer will authorize its bank to honor the debit entries initiated by Lender. This authority pertains to any amounts due under this EFA and any related ancillary documentation and if and when this authority is confirmed in a separate written instrument prepared by Lender and executed by Customer the confirmation shall thereby be incorporated in this EFA as if fully set forth herein. 6. ASSIGNMENT Customer may not sell, transfer, assign or sublease the Equipment without Lender's prior written consent. Lender may, without notice to Customer, sell, assign or transfer this EFA and any security interest and interest in the Equipment. If the EFA is assigned, Customer agrees that the assignee will have the same rights and benefits that Lender currently now has but that the assignee will not have to perform any of Lender's obligations. Customer agrees that the rights of the assignee will not be subject to any claims, defenses or setoffs. Customer may claim to have against Lender. Any such assignment, sale, or transfer of the EFA or its interest in the Equipment will not relieve Lender's obligations under this EFA. 7. SECURITY INTEREST Customer agrees, at its expense, to protect and defend Lender's interests in the Equipment. Customer will at all times keep the Equipment free from any legal process, lien or encumbrance and give Lender prompt notice of any legal process, lien, or encumbrance is asserted or made against the Equipment. Customer grants to Lender a first priority security interest to secure the repayment of all Obligations in: (a) all Equipment identified in this EFA and all equipment, inventory accessories, parts attachments, improvements, accessions, replacements, substitutions, additions and proceeds (including, without limitation, insurance proceeds) thereof; (b) all accounts, chattel paper, payment intangibles, subleases, security deposits or other cash deposits and proceeds relating to any Equipment, and (c) all other collateral ("Other Collateral") as to which a security interest has been or is hereinafter granted by Customer to Lender in connection with any other contractual agreements (unrelated to the financing under this EFA) entered into between the parties ("Other Agreements") and all proceeds provided, however that, if any such Other Agreement or the Other Collateral thereunder is assigned or pledged by Lender to any other party, such Other Collateral shall not be subject to the security interest granted under this EFA and, in the event of an assignment or pledge by Lender of its rights and interests under this EFA to a third party, the Collateral (as hereinafter defined) in which a security interest is granted thereunder shall not constitute collateral under any such Other Agreements (items (a), (c) herein collectively the "Collateral"). Customer hereby authorizes Lender or its agent or assignees to file UCC financing statements or take any action with any appropriate governmental office in order to perfect Lender's security interest in the Collateral. The security interest in the Collateral created thereunder will terminate when all Obligations are discharged. At Customer's written request, if all Obligations are satisfied, Lender will execute any documents as may be necessary to terminate any security interests granted under this EFA. Customer hereby authorizes and irrevocably appoints Lender as Customer's attorney-in-fact, with full power of substitution, coupled with an interest, to execute and deliver such documents as may be necessary to obtain title certificates and/or lien notation in the name of Lender on any filed equipment constituting Collateral. Customer ALSO appoints Lender as true and lawful attorney, with full power of substitution, to enforce Customer's rights under this EFA, and to take any action Lender deems necessary or appropriate to protect and preserve the security interest granted to Lender. If Lender's written approval of this transaction contains a requirement that Customer purchase a specified warranty on the Equipment, then Customer shall purchase such warranty effective on the commencement of the term hereof and maintain such warranty in effect, without modification, for the entire warranty period covered, including proper maintenance and use of the Equipment in the condition and manner, and with service providers, required under the terms of such warranty. 8. MAINTENANCE, USE, LOCATION, LOSS, GPS: (a) Customer will, as applicable, to the Collateral: (1) maintain the Collateral, including the Equipment, in good operating order and appearance; (2) protect the Collateral from deterioration, other than normal wear and tear; (3) use the Collateral in compliance with all applicable laws, rules and regulations and not use the Collateral for any purpose other than for which it was designed; (4) perform all required maintenance and repairs; (5) not make any alterations to the Collateral nor permanently attach the Collateral to any real estate; (6) keep and use the Collateral only at the Equipment Locations designated on the first page of this EFA or as otherwise agreed to by Customer and Lender in writing; and provide Lender with any landlord waiver that Lender may reasonably request with respect to any premises where the Collateral is located; (7) and in the event any Collateral is lost, stolen or damaged, promptly repair or, with Lender's prior written consent replace such Collateral with other Collateral of comparable value and quality; and (8) use the Collateral for business purposes only ("Use"). Customer, including any sole proprietor, agrees that this is a commercial transaction for commercial purposes only. The Equipment described in this EFA or any schedule or ancillary document shall never be used for home, household or other consumer purposes. This is a fundamental term of this EFA. (b) The installation of GPS or other tracking devices in the Equipment and use of GPS or other tracking devices (by Lender upon Default (as defined below) is a required condition of this EFA. Customer agrees that the Equipment may have installed on it, or Lender may at its option, exercisable at any time in its discretion, install on the Equipment, one or more GPS or other tracking devices(s) to enable Lender to determine the location of the Equipment. Customer further agrees that Lender may use any location function to verify and maintain the operational status of the tracking device and technology, to locate the Equipment to service the tracking device or keep it current or for repossession purposes if there is a default under this EFA or if the Equipment is ever stolen. Lender will not use the tracking device for unlawful purposes. Customer agrees, acknowledges and consents to GPS tracking which may include obtaining information concerning the location of the Equipment which may necessitate collection/verification of information concerning Customer's driving habits and location and agrees that Lender may obtain and use such information for the purposes of this EFA. Customer specifically agrees that electronic self-help is authorized and Lender may use electronic self-help to repossess the Collateral if Customer is in Default (as defined below) under this EFA. If required under applicable state law, prior to using electronic self-help to repossess the Collateral, Lender shall provide notice to Customer's Default. Customer voluntarily waives any right Customer may have to privacy in the location of the Equipment. Customer's location data and any data concerning Customer's driving habits. Customer further agrees that Lender is subject to risk of theft, mechanics and other liens that arise by operation of law that could cause the value of the Equipment to substantially depreciate and consequently agrees that Lender may contact Customer for the purposes of verifying the Equipment Location and Use. If Customer fails to respond to Lender's requests to verify the Equipment Location and Use, Customer agrees that Lender may use GPS location information to verify the Equipment Location even if there is no then existing Event of Default. Customer shall not remove, disable or otherwise alter or modify any such tracking device or interfere in any manner with its proper operation or its use by Lender in determining the location of the Equipment. Lender shall have the right, at any time to examine, modify, remove, repair, upgrade, and/or replace any such tracking device and Customer shall give Lender access to the Equipment at any time requested by Lender for any such purpose. Each such tracking device shall remain the sole and exclusive property of Lender and Customer shall be responsible for any loss or damage to it upon termination of this EFA for any reason. Lender shall have the right to remove and retain any and all such tracking devices before any sale or other disposition of the Equipment (including any sale to Customer). 9. REPRESENTATIONS AND AGREEMENTS: Customer warrants, covenants and agrees as follows: A) To pay and perform all of the Obligations secured by this EFA, including any applicable rider hereto and any other agreement with Lender according to their terms; B) On demand of Lender, to do the following: (i) execute any written agreement or do any other acts necessary to effectuate the purposes and provisions of this EFA; (ii) execute any instrument or statement required by law or otherwise in order to perfect, continue or evidence the security interest of Lender in the Collateral; and (iii) pay all costs of filing in connection therewith; C) To keep the Collateral insured as provided in Section 17 hereof; D) To keep the Collateral, together with the records relative thereto, available for inspection by Lender at all reasonable times; E) To immediately notify Lender in writing of any change in or discontinuance of Customer's place of business, business structure, name or jurisdiction in which it is organized; F) To maintain in effect, without default, any and all agreements necessary for its business operations; G) Customer is duly organized, existing and in good standing in its jurisdiction of organization. Has the requisite power to own, operate use the Collateral and to carry on its business as now being conducted, and is duly qualified to do business, is in good standing in every jurisdiction where the nature of its business or the ownership of property makes such qualification necessary. Has organization power and authority to execute, deliver and carry out the provisions of this EFA, to perform the Obligations hereunder, and all such action has been duly authorized by all necessary proceedings on its part; H) Customer is not a party to any contract or agreement, charter, by law or other organizational restriction which has a materially adverse effect on its business, property, assets or financial condition; I) The execution, delivery and performance of this EFA will not conflict with, result in a breach of, constitute a default under, result in a lien upon property of Customer pursuant to, or require consent or other action by or notice to any court or administrative or governmental body pursuant to: (i) the charter or by-laws or other organizational document of Customer, if an entity, (ii) any award of any arbitrator, or (iii) any agreement, contract instrument order, judgment decree, statute, law, rule or regulation to which Customer is subject or by which it is bound; J) Customer is not in default under or in violation of any such award agreement contract instrument, order, judgment decree, statute, law, rule or regulation K) There are no liens for federal, state or local taxes and no judgments, law or equity suits, actions or proceedings pending or to Customer's knowledge threatened against it or its properties, which have not been disclosed to Lender in writing; and L) If requested by Lender, Customer shall, within 120 days of the end of each fiscal year deliver to Lender financial statements in such form as Lender may require. Customer shall deliver such other financial information in such form, content and frequency as Lender may reasonably require and Customer hereby grants to Lender the right to examine and audit the books of the business of Customer at any reasonable time, to make copies thereof and to converse with Customer's officers, employees, agents and independent accountants. 10. TAXES: Customer shall be solely responsible to pay to the proper taxing party directly when due all property, sales, use, excise and other taxes and assessments fines and penalties which may be levied against the ownership, possession, or use related in any way to the Collateral and all returns related to such payments unless otherwise advised in writing. Lender will not be involved with paying, notifications, or responsible for any taxes assessed to you by any sources including but not limited to State, County, City, Municipal, or federal taxing entries. 11. INDEMNITY AND NON-WAIVER: Lender shall have no responsibility for any injuries or losses to anyone caused by the Equipment and Customer agrees to defend, indemnify and hold harmless Lender, its successors and assigns, employees officers, directors and agents from and against any and all claims or suits for any loss, damage, or injury sustained by any person whomsoever by reason of this EFA, the sale, financing, process, use or disposition of the Collateral, and, in this connection. Customer shall pay all legal fees and all other reasonable costs and expenses incurred by Lender. Customer acknowledges that TIME IS OF THE ESSENCE for the performance of its duties and obligations under this EFA and no waiver by Lender of any breach DocuSign Envelope ID: 1E166B8E-A209-4C1E-AEEE-3C5655121223 default shall constitute a waiver of any other breach or default by Customer or waiver of any of Lender's rights. If Customer fails to observe or perform any covenant or agreement contained in this EFA, Lender may, in addition to any other remedy, take whatever action deemed necessary to remedy such failure and should such action require the expenditure of monies to protect and preserve Lender's interest in the Collateral (including but not limited to payment of insurance premiums, repairs, storage, transportation, removal of liens, etc.), then the amount of such expenditure as well as any Monthly Payment or other amount that Customer is required to pay under this EFA which is not timely paid, shall become forthwith due and payable by Customer with interest thereon at the rate of 15% per month (not to exceed the maximum amount permitted by applicable law) until repaid. If Lender takes any action authorized hereunder Lender shall not be liable to Customer for damages as a result of delays, temporary withdrawals of the Collateral from service or other damages. 12. INSURANCE: Customer agrees to provide and maintain at its own expense at all times during the LFA term (and any extensions): (a) insurance against loss, theft, damage or destruction to the Equipment and other Collateral, as applicable, for the full replacement value thereof and (b) liability and property damage coverage naming Lender as loss payee and, if requested by Lender, additional insured for both. Such insurance must be satisfactory to Lender and written evidence thereof shall be delivered to Lender. If Customer fails to provide evidence of the required insurance, Lender may, at Customer’s expense, obtain forced place insurance as required herein and Customer shall be liable for the full premium charged for such insurance and any customary charges as well as a $6.95 per month administrative fee. If any insurance proceeds are paid as a result of any loss or damage to the Equipment or other Collateral provided that Customer is not in Default under this FFA or any other Obligation, then Customer shall have the option to: (i) use the insurance proceeds to repair or replace the Equipment or (ii) apply the insurance proceeds toward the Obligations. In the event of a total loss or destruction of the Collateral (“Casualty”) which is not replaced by Customer (with and subject to Lender’s written consent) with like kind Collateral of equal or greater value acceptable to Lender, Customer shall be required to prepay upon demand by Lender, the Total Amount Due (as defined in Section 13 below) computed as of the date of Casualty plus interest thereon from the date of the Casualty until the date of payment at a rate equivalent to 15% per month. Customer irrevocably appoints Lender as Customer’s attorney-in-fact, coupled with an interest, with full power of substitution for the purpose of filing any proof of claim and other documentation with respect to any insurance claim and endorsing any check or draft under any policy of insurance or unearned premiums related in any way to the Collateral. 13. DEFAULT AND REMEDIES: Customer is in Default if: (1) the Monthly Payments or any other payments due under this FFA or any other contract between Lender and Customer are not timely made within five (5) days of its due date; (2) Customer fails to perform any Obligation under this EFA or any other contract between Lender and Customer including, without limitation, the failure by Customer to maintain in effect, without default, any agreements necessary for its business operations and or fails to make or cause to be made all Monthly Payments required hereunder by electronic transfer pursuant to the Authorization Agreement for Automatic Withdrawals; (3) Customer or any Guarantor dies, becomes insolvent, assigns assets for the benefit of creditors, voluntarily or involuntarily is a debtor in a bankruptcy proceeding; (4) Customer merges into or consolidates with any entity or undergoes a change in control, management, ownership or operation not approved by Lender in writing; or (5) there occurs any reduction in the value of any of the Collateral (other than as a result of normal wear and tear permitted hereunder) or any act of Customer which, in Lender’s good faith opinion, impairs the Collateral or the prospect of full performance or satisfaction of the Obligations including but not limited to failure to file taxes pursuant to Section 10 of this Agreement. In the event of a Default, Lender at its election, may: (a) demand Customer immediately deliver the Collateral to Lender; (b) enforce in Lender’s or any designee of Lender’s name and for its benefit, in the place and stead of Customer, all of Customer’s rights and benefits under any agreement relating to the Customer’s business; (c) repossess the Collateral and enter such place or places where any of the Collateral may be located and take and carry away the same, by any of its representatives, with or without legal process and without liability to Customer for any damage caused thereby; (d) require payment of all accrued but unpaid Monthly Payments and any other Obligations amounts then due and owing plus the remaining balance of all future Monthly Payments due under this EFA discounted at 2%, (“Total Amount Due”). (e) Customer shall also pay interest at a rate of one and one half percent (1.5%) per month on all Obligations due from the date of default until paid, but only to the extent permitted by law, and it is the express intent of the parties not to violate any applicable usury laws or to exceed the maximum interest rate allowed to be charged or collected under applicable law, therefore, any excess payment made, if any, will be applied to any outstanding Obligations under this EFA and any remaining excess payment will be refunded. (f) recover all damages caused by Customer’s default, including, for each instance of occurrence, Statement Fees of $10.00 for paper statements sent to Customer via first class mail, Credit Card Processing Fees of $4.00, Collection Letter Fees of $10.00, Collection Call Fees of $5.00 Bounced Payment Fees of $50.00 and Undeliverable Mail Fees of $10.00 (g) if a judicial ruling is obtained against Customer, Lender may recover all costs of enforcement of this EFA including, without limitation, reasonable attorneys’ fees costs, and costs of repossession, storing, shipping, repairing and selling the Collateral and (h) proceed with any other remedy under the UCC, common law or applicable law. Customer and Guarantor(s) waive notice of disposition of the Collateral. Without in any way requiring notice to be given in the following manner. Customer agrees that any notice by Lender of sale, disposition, or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall constitute reasonable notice to Customer. Customer and Guarantor(s) agree that any delay or failure to enforce Lender’s rights under this EFA does not prevent Lender from enforcing its rights at a later time. All parties intend this EFA to be a valid binding document and agree that if any part is determined to be unenforceable all other parts will remain in full force and effect. In addition, Lender reserves the right to, and will in its discretion report delinquencies to credit bureaus. 14. LATE CHARGES/TERMINATION FEE: A late charge of $5.00 shall be applied from the due date with respect to any Obligation not received within ten (10) days of its due date but only to the extent permitted by law. Customer shall also pay to Lender, with Customer’s final payment hereunder, a loan termination processing fee of $375 (which will be assessed per vehicle in the case of multiple vehicles financed hereunder) to cover Lender’s administrative and other costs in connection with such termination, including any termination filings and title and lien releases. 15. CREDIT INQUIRIES AND CREDIT REPORTING: Each of Lender and its authorized assignees, lenders, outside attorneys and suppliers (including the Vendor named above) are authorized to check Customer’s, and any Guarantor(s), credit and employment history on a monthly basis for the purposes of determining Customer’s, and any Guarantor(s) credit worthiness at the time of application and/or thereafter in connection with the same transaction or extension of credit and for the further purposes of reviewing the account, taking collection activity on the account, and skip tracing, Customer, and any Guarantor(s) further authorize Lender and its authorized assignees to provide history information to others about Customer’s, and any Guarantor(s)’ credit standing and Lender’s and its authorized assignees credit experience with Customer, and any Guarantor(s) related to this EFA, including but not limited to credit bureaus, other companies, outside collection agencies and outside attorneys. 16. COMMUNICATION VIA TEXT AND EMAIL: By providing its telephone number and email address, Customer authorizes Lender and its affiliates and agents to contact Customer using any means of communication, including but not limited to, calls placed to Customer’s cellular telephone using an automatic dialer device, calls using prerecorded messages and SMS text messages, and emails regarding any current or future payments owed to Lender or promotional entails about Lender’s products or its affiliates even if Customer will be charged by Lender’s service providers for receiving such communication. 17. MISCELLANEOUS: (a) Customer and any Guarantor(s) authorize Lender and its assignees, agents and affiliates to obtain credit bureau reports and make other credit inquiries and reports as deemed appropriate and in accordance with the FCRA. If any notices are required under this EFA, they will be sufficient if given personally or mailed to the address set forth in this EFA by certified registered mail, postage prepaid, email or text message. This EFA is for the benefit of and is binding upon Customer and his, her or its personal representatives, successors and assigns. This EFA contains the entire agreement between the parties and it may not be altered, amended, modified, terminated or otherwise changed except in writing and signed by both parties. This EFA may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same EFA. The original executed by Customer and delivered to Lender shall constitute the only original for estate paper purposes. Delivery of an executed counterpart of this EFA by facsimile, e-mail or other electronic means shall be equally as effective as delivery of a manually executed counterpart. The failure to deliver a manually executed counterpart shall not affect the validity, enforceability and binding effect of this EFA. All telephone communications between Customer and Lender are subject to recording by Lender and Customer acknowledges and consents to same. All notices shall be given in writing by the party sending the notice and shall be effective when deposited in the U.S. Mail or a nationally recognized overnight delivery service, addressed to the party receiving the notice at its address shown on the front of this EFA (or to any other address specified by that party in writing) with postage prepaid or when delivered by email or text message to the party receiving such notice at an email address or text message number provided by the party receiving such notice. Customer also consents to receiving other notifications and communications from Lender (including payment requests) by email and text message and any emails and text messages delivered by Customer to Lender shall be valid and binding upon Customer. (b) This FFA may be executed by electronic signature, which shall be considered an original signature for all purposes and shall have the same force and effect as an original signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any similar state law based on the Uniform Electronic Transactions Act, and the parties hereby waive any objection to the contrary. Without limitation, “electronic signature” shall include faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature. This FFA (and the transaction hereunder) is not completed or effective until both (a) this EFA and all related documents are executed by Customer and delivered to Lender at its executive offices for final approval and then (b) executed at such offices by a duly authorized officer of Lender. 18. CHOICE OF LAW AND VENUE FOR EFA AND GUARANTY: Intending that each and every provision of this EFA be fully-effective, including as to terms, Lender and Customer agree that the validity, enforceability and effectiveness of each provision hereof and the obligations, rights and remedies of each undersigned and Lender, in any way related to or arising under this EFA shall be governed by and construed in accordance with the laws of the State of California (excluding its choice of law rules) and further agree that this EFA was entered into in the State of California and is reasonably related to California. If any one or more provisions hereof are in conflict with any applicable statute or law, and thus not valid or enforceable, then each such provision shall be deemed null and void, but only to the extent of such conflict and without invalidating or affecting the remaining provisions hereof. Customer agrees to the venue and jurisdiction of any court in the State of California, Orange County for all actions, proceedings, claims, counterclaims or cross-claims arising directly or indirectly out of, under, in connection with, or in any way related to this EFA which are initiated by Customer against Lender whether based in contract or in tort or at law or in equity. If Lender initiates any action, proceedings or claims whether equitable or legal in nature however denominated, to enforce the terms of this EFA, including but not limited to (a) an action to obtain possession of all or part of the Collateral or any other asset of Customer, and equitable and legal proceedings and/or (b) for monetary damages it shall be brought in a State or Federal court having jurisdiction over the Collateral, and/or where the Customer or any Guarantor are located or where this EFA and related Guaranty was executed this EFA. If the venue provisions or the choice of law provisions of this LIA are held to be unenforceable by a court of competent jurisdiction the parties agree to the laws of the State of Arizona shall apply and venue for any legal or equitable action against Customer or any Guarantor shall be in a State or Federal court located within the State of Arizona, County of Maricopa To the maximum extent permitted by law, Customer and Lender hereby knowingly, voluntarily and intentionally waive any and all right to a trial by jury of any causes of action arising, directly or indirectly out of, under, in connection with or in any way related to this EFA, the Collateral and any Guaranty. If the foregoing waiver of jury trial is not upheld, then in lieu of a jury trial, in a case proceeding in California, the parties elect to proceed under the Judicial Reference Provision stated herein ("Reference") and agree that any and all claims and suits and disputes related to the subject matter hereof will be resolved by a reference proceeding in California pursuant to Sections 638 et seq., of the California Code of Civil Procedure or the successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to Reference. Venue for the Reference will be Superior Court in the County where real property involved in the action, if any, is located or in the County where venue is otherwise appropriate under law (the "Court"). The following matters shall not be considered Claims for purposes hereof and shall not be subject to Reference but shall still be subject to the waiver of jury and waiver of special damages provision described above. (i) nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including without limitation set-off), (iii) appointment of a receiver, and or (iv) temporary, provisional or ancillary remedies (including without limitation writs of attachment, replevin, writs of possession, temporary restraining orders or preliminary injunctions). The exercise of, or opposition to, any of the above does not waive the right to a Reference hereunder. The referee shall be selected by agreement of the parties. If the parties do not agree upon request of any party a referee shall be selected by the Presiding Judge of the Court or by any judge where the action may be filed prior to or in connection with the Reference. The referee shall determine all issues in accordance with existing case law and statutory law of the State of California, including, without limitation the rules of evidence applicable to proceedings at law. The referee is empowered to enter equitable and legal relief, and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision, and pursuant to California Code of Civil Procedure Section 644 the referee's decision shall be entered by the Court as a judgment or order in the same manner as if tried by the Court. The final judgment or order from any decision or order entered by the referee shall be fully appealable as provided by law. The parties reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, will be a Reference hereunder. AFTER CONSENTING (OR HAVING THE OPPORTUNITY TO CONSENT) WITH CONSULTING ITS COUNSEL, EACH PARTY AGREES THAT ALL ACTIONS, CLAIMS, SUITS OR DISPUTES ("CLAIMS") RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT A JURY. The parties agree that judicial Reference is the preferred method of dispute resolution of all Claims, when available. With respect to any Claims brought in a forum other than a California state court, or brought in the Court, but where judicial Reference pursuant to the provisions above is not available or not enforced by the Court, these arbitration provisions shall apply to the Claims and the parties agree that, at the request of either party, such Claims shall be resolved by binding arbitration. Such Claims shall be governed by the laws of the State of California without regard to its conflicts of law principles. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. ("the Act"), shall apply to the construction, interpretation, and enforcement of these arbitration provisions, as well as to the confirmation of or appeal from any arbitration award. Arbitration proceedings will be determined in accordance with the Act, the then-current Commercial Finance rules and procedures of the American Arbitration Association or any successor thereof ("AAA") and the terms hereof. The arbitration shall be administered by the parties and not the AAA and shall be conducted, unless otherwise required by law, at a location selected by the Lender or its assignee. All issues shall be heard and determined by one neutral arbitrator. The arbitrator shall have experience with commercial financial services disputes and shall be selected pursuant to the AAA "Arbitrator Selection and Appointment" process. 19. USURY SAVINGS PROVISIONS: The parties hereby acknowledge that Lender is exempt from usury laws in California because it holds a valid California Finance Lender License. If, notwithstanding the foregoing, the interest rate set forth herein is deemed by a court of competent jurisdiction to be in excess of the maximum rate allowed to be charged by Lender pursuant to applicable law (the "Maximum Lawful Rate"), or if the Lender shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable hereunder to a rate in excess of the Maximum Lawful Rate, then (1) the amount of interest that would otherwise be payable hereunder shall be reduced to the Maximum Lawful Rate and (2) any interest paid by the Customer in excess of the Maximum Lawful Rate shall, at the option of the Lender, be either refunded to the Customer or credited against the principal of the indebtedness hereunder within 30 days of the date any demand is made or judgment entered. Customer: SSROBINSON LLC dba SSR FREIGHT ("Customer") SIGNATURE: Scott Robinson TITLE: Member DATE: 7/21/2024 Lender: TopMark Funding, LLC and its successors and assigns ("Lender") BY: Trandon Lim TITLE: Operations Assistant DATE: 7/22/2024 CERTIFICATE OF ACCEPTANCE The undersigned Debtor hereby acknowledges receipt, in good condition, of the Collateral described in the Security Agreement or on any schedule thereto (the "Collateral") and unconditionally accepts the same in accordance with all of the terms and conditions of said Security Agreement ("Agreement"). If the Acceptance Date is left blank on the first page hereof, Debtor hereby authorizes Secured Party to fill in the date verified by Secured Party as the date that the Collateral is delivered to Debtor and is operational in accordance with applicable manufacturer specifications. The date filled in by the Secured Party shall be conclusive evidence of the Acceptance Date for all purposes of this Certificate and the Security Agreement. Debtor has selected, and requested that Secured Party finance, under the Agreement Debtor's purchase of the Collateral from one or more vendors: If the Collateral is not properly installed, does not operate as represented or warranted by said vendor(s), or is unsatisfactory for any reason, Debtor shall make any claim on account thereof solely against said vendor(s) and shall nevertheless pay Secured Party all amounts payable under the Agreement and shall not attempt to set off against Debtor's obligations any such claims as a defense, counter-claim, set-off, or otherwise. Debtor represents and warrants that none of the Collateral was delivered prior to the date the undersigned executed the Agreement unless Secured Party shall have previously consented thereto, in writing. Debtor understands that Secured Party is relying upon this certificate as a condition for making payment for the cost of the Collateral to the vendor(s) and Debtor hereby authorizes Secured Party to make such payments to vendor(s) in the aggregate amount of $36,592.50 as well as payment to Secured Party of any documentation fee being financed by Debtor under the Security Agreement. DEBTOR AGREES THAT THIS COLLATERAL IS ACCEPTED "AS IS" AND THAT SECURED PARTY HAS MADE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUITABILITY OR DURABILITY OF THE COLLATERAL FOR THE PURPOSES AND USES OF DEBTOR, OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT THERETO, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Customer: SSROBINSON LLC dba SSR FREIGHT AUTHORIZED SIGNATURE: Scott Robinson DATE: 7/21/2024 Certificate of Incumbency and Authority I am an authorized signatory of SSROBINSON LLC dba SSR FREIGHT (hereafter called the 'Company') and I certify that I am authorized to execute on behalf of the Company any and all lease and/or financing documentation between the Company and TopMark Funding, LLC evidencing extensions of credit to the Company by TopMark Funding, LLC, including Lease or Security Agreement No. TN-000166894 dated 7/21/2024, and/or a guaranty of such Lease. You may continue to rely on this Certificate until the Company provides you with written notification that it may no longer be relied upon Signature: Scott Robinson Date: 7/21/2024 Name: Scott Robinson Title: Member Notice of Assignment and Highlights of Contract Re: Commercial Security Agreement for SSROBINSON LLC dba SSR FREIGHT, TN-000166894 dated 7/21/2024, the "Contract") between the undersigned Debtor (the "Debtor") and the undersigned Creditor (the "Creditor"). The Creditor has assigned to TimePayment Corp; all the Creditor's rights (but not its obligations) under the Contract, including all Contract payments and other sums due and to become due thereunder, except Creditors lease end option, to the extent applicable, unless sold to TimePayment Corp. Some of the important terms of the Contract are outlined below in the Highlights of Contract. Accordingly, all payments under the Contract are to be made directly to TimePayment Corp at the following address: TimePayment Corp 200 Summit Dr, Suite 100 Burlington, MA 01803 The assignment in no way affects the Creditor's obligations, if any, under the Contract or any related maintenance agreement, which it will continue to perform. Please acknowledge receipt of this Notice of Assignment and Highlights of Contract by signing where provided for, thus confirming that the details in the Highlights of Contract are correct, that all the property covered by the Contract has been delivered and accepted by the Debtor at the location(s) specified in the Contract, and that the Debtor's obligations to pay TimePayment Corp the Contract payments and other sums under the Contract as outlined in the Highlights of Contract, without defense, offset or counterclaim, is absolute and unconditional notwithstanding the Debtor's inability to use the property covered by the Contract, any title defect, default by the Creditor under the Contract or maintenance agreement, or any other reason whatsoever. Highlights of Contract: Equipment Description: <table> <tr> <th>Year</th> <th>Make</th> <th>Model</th> <th>Serial / Vin</th> </tr> <tr> <td>2021</td> <td>Volvo</td> <td>Vn Vnl</td> <td>4V4NC9EH0MN269421</td> </tr> </table> Original Term of Contract: 48-Months EFA Number of Contract Payments due TimePayment Corp: 47-Months Monthly Contract Payment: $1,808.83 Monthly Sales Tax: $0.00 The Debtor and the Creditor acknowledge and confirm the above Notice of Assignment and Highlights of Contract to TimePayment Corp. Customer: SSROBINSON LLC dba SSR FREIGHT ("Debtor") SIGNATURE: Scott Robinson TITLE: Member DATE: 7/21/2024 Lender: TopMark Funding, LLC ("Creditor") BY: Brandon Link TITLE: Operations Assistant DATE: 7/22/2024 ASSIGNMENT OF EQUIPMENT FINANCING AGREEMENT For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TopMark Funding, LLC (hereinafter "Assignor") hereby assigns to TimePayment Corp or its designee ("Assignee"), all rights and interest in and to that certain Equipment Financing Agreement between Assignor and SSROBINSON LLC dba SSR FREIGHT, as Debtor (hereinafter referred to as "Financing Agreement"), a true, correct and complete copy of which Assignor represents and warrants is attached hereto as Exhibit "A", and all documents related thereto, including without limitation guaranties, landlord's or mortgagee's waivers and/or consents (hereinafter referred to as "Related Documents"), including the right to receive principal and interest payments due and to become due under said Financing Agreement. This Assignment and Bill of Sale (hereinafter "Assignment") is entered into pursuant to that certain Master Assignment Agreement ("Agreement") by and between Assignor and Assignee. All of the terms and conditions of the Agreement are incorporated herein by this reference. Assignor further hereby transfers to Assignee all of Assignor's right, title and interest in and to the collateral described in said Financing Agreement and the Related Documents (hereinafter the "Equipment"). Assignor expressly represents, warrants and agrees that this Assignment constitutes and shall effect the transfer to Assignee of good and marketable title to the Financing Agreement and a first priority perfected security interest in the Equipment free and clear of any liens, claims or encumbrances other than the Debtor's rights under the Financing Agreement. On the date of this Assignment, the total aggregate unpaid monthly installments of principal and interest under the Financing Agreement equal $85,015.01 payable in forty-seven (47) successive monthly payments of $1,808.83 with the next payment due on September 1, 2024. All of such remaining installment payments are due and owing. Any advance payments, documentation fees or prepayments of installment payments made to Assignor are explicitly not part of this assignment. No security deposit was made by Debtor under the Financing Agreement. IN WITNESS WHEREOF, the parties have executed this Assignment as of this 24th day of July, 2024. Assignor: TopMark Funding, LLC By: Robert Graves Name: Robert Graves Title: Funder Assignee: TimePayment Corp By: Daniel Barker Name: Daniel Barker Title: Statement Of Account For Equipment Finance Agreement Account Number : 50471862 EFA Number : 50471862; ACTIVE; Commcmnt: 7/26/2024 Customer Information : SSROBINSON LLC 1530. N. HARRISONT # 1006 SHAWNEE, OK 74804 Guarantor(s) : SCOTT ROBINSON 401 W QUANTICO ST BROKEN ARROW, OK 74011 SHAWNDRA ROBINSON 401 W QUANTICO ST BROKEN ARROW, OK 74011 Last Payment Date : 31 December, 2025 Amount Assigned Under EFA : $85,015.01 Payments Made Towards EFA : $15,535.32 Unbilled Accelerated Balance 1808.83 x 30 (Discounted by 2%) : $53,179.60 Credit Sale of Equipment : ($10,425.00) Amount Due Less Credit : $42,754.60 Billed and Unpaid EFA Invoices (Details on Next Page) $15,214.79 Billed and Unpaid Fee Invoices : $62.53 EFA Invoices Late, Bounced, Collection & Fees Incurred and billed to-date and not paid (Details on Next Page) TOTAL DUE TO TIMEPAYMENT CORP. : $58,031.92 Open Balance Detail For Account Account Number: 50471862 <table> <tr> <th>EFA#</th> <th>Invoice#</th> <th>Invoice Label</th> <th>Invoice Date</th> <th>Due Date</th> <th>Balance</th> </tr> <tr> <td>50471862</td> <td>2492526</td> <td>CAPITAL LEASE RENTAL</td> <td>06/01/25</td> <td>06/01/25</td> <td>744.15</td> </tr> <tr> <td>50471862</td> <td>2544399</td> <td>CAPITAL LEASE RENTAL</td> <td>07/01/25</td> <td>07/01/25</td> <td>1,808.83</td> </tr> <tr> <td>50471862</td> <td>2620475</td> <td>CAPITAL LEASE RENTAL</td> <td>08/01/25</td> <td>08/01/25</td> <td>1,808.83</td> </tr> <tr> <td>50471862</td> <td>2679348</td> <td>CAPITAL LEASE RENTAL</td> <td>09/01/25</td> <td>09/01/25</td> <td>1,808.83</td> </tr> <tr> <td>50471862</td> <td>2728403</td> <td>CAPITAL LEASE RENTAL</td> <td>10/01/25</td> <td>10/01/25</td> <td>1,808.83</td> </tr> <tr> <td>50471862</td> <td>2778373</td> <td>CAPITAL LEASE RENTAL</td> <td>11/01/25</td> <td>11/01/25</td> <td>1,808.83</td> </tr> <tr> <td>50471862</td> <td>2840518</td> <td>CAPITAL LEASE RENTAL</td> <td>12/01/25</td> <td>12/01/25</td> <td>1,808.83</td> </tr> <tr> <td>50471862</td> <td>2894889</td> <td>CAPITAL LEASE RENTAL</td> <td>01/01/26</td> <td>01/01/26</td> <td>1,808.83</td> </tr> <tr> <td>50471862</td> <td>2943103</td> <td>CAPITAL LEASE RENTAL</td> <td>02/01/26</td> <td>02/01/26</td> <td>1,808.83</td> </tr> </table> CAPITAL LEASE RENTAL Total 15,214.79 BILLED AND UNBILLED EFA INVOICES Total 15,214.79 <table> <tr> <th>EFA#</th> <th>Invoice#</th> <th>Invoice Label</th> <th>Invoice Date</th> <th>Due Date</th> <th>Balance</th> </tr> <tr> <td>50471862</td> <td>2728403</td> <td>DECLINE CC FEE</td> <td>10/01/25</td> <td>10/01/25</td> <td>2.53</td> </tr> <tr> <td>50471862</td> <td>2728403</td> <td>DECLINE CC FEE</td> <td>10/01/25</td> <td>10/01/25</td> <td>30.00</td> </tr> </table> DECLINE CC FEE Total 32.53 <table> <tr> <th>EFA#</th> <th>Invoice#</th> <th>Invoice Label</th> <th>Invoice Date</th> <th>Due Date</th> <th>Balance</th> </tr> <tr> <td>50471862</td> <td>2679348</td> <td>NSF FEE</td> <td>09/01/25</td> <td>09/01/25</td> <td>30.00</td> </tr> </table> NSF FEE Total 30.00 BILLED AND UNBILLED FEE INVOICES Total 62.53